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							         THE APARTMENT

           Screenplay

               by

 Billy Wilder & I. A. L. Diamond




USE FOR EDUCATIONAL PURPOSES ONLY
A DESK COMPUTER
                                         BUD’S VOICE
A man’s hand is punching out    On November first, 1959, the
a series of figures on the      population of New York City
keyboard.                       was 8,042,783. If you laid
                                all these people end to end,
                                figuring an average height of
                                five feet six and a half
                                inches, they would reach from
                                Times Square to the outskirts
                                of Karachi, Pakistan. I know
                                facts like that because I
                                work for an insurance company
                                --



THE INSURANCE BUILDING -- A WET, FALL DAY

It’s a big mother, covering a   -- Consolidated Life of New
square block in lower           York. We are one of the top
Manhattan, all glass and        five companies in the country
aluminum, jutting into the      -- last year we wrote nine-
leaden sky.                     point-three billion dollars’
                                worth of policies. Our home
                                office has 31,259 employees --
                                which is more than the entire
                                population of Natchez,
                                Mississippi, or Gallup, New
                                Mexico.



INT. NINETEENTH FLOOR

Acres of gray steel desks,      I work on the nineteenth
gray steel filing cabinets,     floor -- Ordinary Policy
and steel-gray faces under      Department -- Premium
indirect light. One wall is     Accounting Division --
lined with glass-enclosed       Section W -- desk number 861.
cubicles for the supervisory
personnel. It is all very
neat, antiseptic, impersonal.
The only human touch is
supplied by a bank of IBM
machines, clacking away
cheerfully in the background.
                                                         2.




DESK 861

Like every other desk, it has   My name is C. C. Baxter -- C.
a small name plate attached     For Calvin, C. for Clifford --
to the side. This one reads     however, most people call me
C. C. BAXTER.                   Bud.


BAXTER is about thirty,         I’ve been with Consolidated
serious, hard-working,          Life for three years and ten
unobtrusive. He wears a         months. I started in the
Brooks Brothers type suit,      branch office in Cincinnati,
which he bought somewhere on    then transferred to New York.
Seventh Avenue, upstairs.       My take-home pay is $94.70 A
There is a stack of             week, and there are the usual
perforated premium cards in     fringe benefits.
front of him, and he is
totaling them on the computer
machine. He looks off.



ELECTRIC WALL CLOCK

It shows 5:19. With a click,    The hours in our department
the minute hand jumps to        are 8:50 to 5:20 --
5:20, and a piercing bell
goes off.



FULL SHOT - OFFICE

Instantly all work stops.       -- they’re staggered by
Papers are being put away,      floors so that sixteen
typewriters and computing       elevators can handle 31,259
machines are covered, and       employees without a serious
everybody starts clearing       traffic jam. As for myself, I
out. Within ten seconds, the    very often stay on at the
place is empty -- except for    office and work for an extra
Bud Baxter, still bent over     hour or two -- especially
his work, marooned in a sea     when the weather is bad. It’s
of abandoned desks.             not that I’m overly ambitious
                                -- it’s just a way of killing
                                time, until it’s all right
                                for me to go home. You see, I
                                have this little problem with
                                my apartment --


                                             DISSOLVE TO:
                                                         3.




STREET IN THE WEST SIXTIES -- EVENING

Bud, wearing a weatherbeaten    I live in the West Sixties --
Ivy League raincoat and a       just half a block from
narrow-brimmed brown hat,       Central Park. My rent is $84
comes walking slowly down the   a month. It used to be eighty
sidewalk. He stops in front     until last July when Mrs.
of a converted brownstone,      Lieberman, the landlady, put
looks up.                       in a second-hand air
                                conditioning unit.


The windows on the second       It’s a real nice apartment --
floor are lit, but the shades   nothing fancy -- but kind of
are drawn. From inside drifts   cozy -- just right for a
the sound of cha-cha music.     bachelor. The only problem is
                                -- I can’t always get in when
                                I want to.



INT. THE APARTMENT -- EVENING

What used to be the upstairs parlor of a one-family house in
the early 1900's has been chopped up into living room,
bedroom, bathroom and kitchen. The wallpaper is faded, the
carpets are threadbare, and the upholstered furniture could
stand shampooing. There are lots of books, a record player,
stacks of records, a television set (21 inches and 24
payments), unframed prints from the Museum of Modern Art
(Picasso, Braque, Klee) tacked up on the walls.

Only one lamp is lit, for mood, and a cha-cha record is
spinning around on the phonograph. On the coffee table in
front of the couch are a couple of cocktail glasses, a
pitcher with some martini dregs, an almost empty bottle of
vodka, a soup bowl with a few melting ice cubes at the
bottom, some potato chips, an ashtray filled with cigar stubs
and lipstick-stained cigarette butts, and a woman's handbag.

MR. KIRKEBY, a dapper, middle-aged man, stands in front of
the mirror above the fake fireplace, buttoning up his vest.
He does not notice that the buttons are out of alignment.

                    KIRKEBY
              (calling off)
          Come on, Sylvia. It's getting late.

SYLVIA, a first baseman of a dame, redheaded and saftig,
comes cha-cha-ing into the room, trying to fasten a necklace
as she hums along with the music. She dances amorously up to
Kirkeby.
                                                         4.



                    KIRKEBY
          Cut it out, Sylvia. We got to get
          out of here.

He helps her with the necklace, then turns off the
phonograph.

                    SYLVIA
          What's the panic? I'm going to have
          another martooni.

She crosses to the coffee table, starts to pour the remnants
of the vodka into the pitcher.

                    KIRKEBY
          Please, Sylvia! It's a quarter to
          nine!

                    SYLVIA
              (dropping slivers of ice
               into the pitcher)
          First you can't wait to get me up
          here, and now -- rush, rush, rush!
          Makes a person feel cheap.

                    KIRKEBY
          Sylvia -- sweetie -- it's not that -
          - but I promised the guy I'd be out
          of here by eight o'clock,
          positively.

                    SYLVIA
              (pouring martini)
          What guy? Whose apartment is this,
          anyway?

                    KIRKEBY
              (exasperated)
          What's the difference? Some schnouk
          that works in the office.


EXT. BROWNSTONE HOUSE -- EVENING

Bud is pacing back and forth, throwing an occasional glance
at the lit windows of his apartment. A middle-aged woman with
a dog on a leash approaches along the sidewalk. She is MRS.
LIEBERMAN, the dog is a scottie, and they are both wearing
raincoats. Seeing them, Bud leans casually against the stoop.

                    MRS. LIEBERMAN
          Good evening, Mr. Baxter.
                                                         5.



                    BUD
          Good evening, Mrs. Lieberman.

                     MRS. LIEBERMAN
          Some weather we're having. Must be
          from all the meshugass at Cape
          Canaveral,
              (she is half-way up the
               steps)
          You locked out of your apartment?

                    BUD
          No, no. Just waiting for a friend.
          Good night, Mrs. Lieberman.

                    MRS. LIEBERMAN
          Good night, Mr. Baxter.

She and the scottie disappear into the house. Bud resumes
pacing, his eyes on the apartment windows. Suddenly he stops -
- the lights have gone out.


INT. SECOND FLOOR LANDING -- EVENING

Kirkeby, in coat and hat, stands in the open doorway of the
darkened apartment.

                    KIRKEBY
          Come on -- come on, Sylvia!

Sylvia comes cha-cha-ing out, wearing an imitation Persian
lamb coat, her hat askew on her head, bag, gloves, and an
umbrella in her hand.

                    SYLVIA
          Some setup you got here. A real,
          honest-to-goodness love nest.

                    KIRKEBY
          Sssssh.

He locks the door, slips the key under the doormat.

                    SYLVIA
              (still cha-cha-ing)
          You're one button off, Mr. Kirkeby.

She points to his exposed vest. Kirkeby looks down, sees that
the buttons are out of line. He starts to rebutton them as
they move down the narrow, dimly lit stairs.
                                                         6.



                    SYLVIA
          You got to watch those things.
          Wives are getting smarter all the
          time. Take Mr. Bernheim -- in the
          Claims Department -- came home one
          night with lipstick on his shirt --
          told his wife he had a shrimp
          cocktail for lunch -- so she took
          it out to the lab and had it
          analyzed -- so now she has the
          house in Great Neck and the
          children and the new Jaguar --

                    KIRKEBY
          Don't you ever stop talking?


EXT. BROWNSTONE HOUSE -- EVENING

Bud, standing on the sidewalk, sees the front door start to
open. He moves quickly into the areaway, almost bumping into
the ashcans, stands in the shadow of the stoop with his back
turned discreetly toward Kirkeby and Sylvia as they come down
the steps.

                    KIRKEBY
          Where do you live?

                    SYLVIA
          I told you -- with my mother.

                    KIRKEBY
          Where does she live?

                     SYLVIA
          A hundred and seventy-ninth street
          the Bronx.

                    KIRKEBY
          All right -- I'll take you to the
          subway.

                    SYLVIA
          Like hell you will. You'll buy me a
          cab.

                    KIRKEBY
          Why do all you dames have to live
          in the Bronx?

                    SYLVIA
          You mean you bring other girls up
          here?
                                                         7.



                    KIRKEBY
          Certainly not. I'm a happily
          married man.

They move down the street. Bud appears from the areaway,
glances after them, then mounts the steps, goes through the
front door.


INT. VESTIBULE -- EVENING

There are eight mailboxes. Bud opens his, takes out a
magazine in a paper wrapper and a few letters, proceeds up
the staircase.


INT. SECOND FLOOR LANDING -- EVENING

Bud, glancing through his mail, comes up to the door of his
apartment. As he bends down to lift the doormat, the door of
the rear apartment opens and MRS. DREYFUSS, a jovial, well-
fed, middle-aged woman, puts out a receptacle full of old
papers and empty cans. Bud looks around from his bent
position.

                    BUD
          Oh. Hello there, Mrs. Dreyfuss.

                    MRS. DREYFUSS
          Something the matter?

                    BUD
          I seem to have dropped my key.
              (faking a little search)
          Oh -- here it is.

He slides it out from under the mat, straightens up.

                    MRS. DREYFUSS
          Such a racket I heard in your place
          -- maybe you had burglars.

                    BUD
          Oh, you don't have to worry about
          that -- nothing in here that
          anybody would want to steal...
              (unlocking door quickly)
          Good night, Mrs. Dreyfuss.

He ducks into the apartment.
                                                         8.




INT. APARTMENT -- EVENING

Bud snaps on the lights, drops the mail and the key on a
small table, looks around with distaste at the mess his
visitors have left behind. He sniffs the stale air, crosses
to the window, pulls up the shade, opens it wide. Now he
takes off his hat and raincoat, gathers up the remains of the
cocktail party from the coffee table. Loaded down with
glasses, pitcher, empty vodka bottle, ice bowl, and potato
chips, he starts toward the kitchen.

The doorbell rings. Bud stops, undecided what to do with the
stuff in his hands, then crosses to the hall door, barely
manages to get it open. Mr. Kirkeby barges in past him.

                    KIRKEBY
          The little lady forgot her
          galoshes.

He scours the room for the missing galoshes.

                    BUD
          Mr. Kirkeby, I don't like to
          complain -- but you were supposed
          to be out of here by eight.

                    KIRKEBY
          I know, Buddy-boy, I know. But
          those things don't always run on
          schedule like a Greyhound bus.

                    BUD
          I don't mind in the summer -- but
          on a rainy night -- and I haven't
          had any dinner yet --

                    KIRKEBY
          Sure, sure. Look, kid -- I put in a
          good word for you with Sheldrake,
          in Personnel.

                    BUD
              (perking up)
          Mr. Sheldrake?

                    KIRKEBY
          That's right. We were discussing
          our department -- manpower-wise --
          and promotion-wise --
              (finds the galoshes behind
               a chair)
                    (MORE)
                                                         9.
                    KIRKEBY(cont'd)
          -- and I told him what a bright boy
          you were. They're always on the
          lookout for young executives.

                    BUD
          Thank you, Mr. Kirkeby.

                    KIRKEBY
              (starting toward the door)
          You're on your way up, Buddy-boy.
          And you're practically out of
          liquor.

                    BUD
          I know. Mr. Eichelberger -- in the
          Mortgage Loan Department -- last
          night he had a little Halloween
          party here --

                    KIRKEBY
          Well, lay in some vodka and some
          vermouth -- and put my name on it.

                    BUD
          Yes, Mr. Kirkeby. You still owe me
          for the last two bottles --

                    KIRKEBY
          I'll pay you on Friday.
              (in the open doorway)
          And whatever happened to those
          little cheese crackers you used to
          have around?

He exits, shutting the door.

                    BUD
              (making a mental note)
          Cheese crackers.

He carries his load into the kitchen.

The kitchen is minute and cluttered. On the drainboard are an
empty vermouth bottle, some ice-cube trays, a jar with one
olive in it, and a crumpled potato-chip bag.

Bud comes in, dumps his load on the drainboard, opens the old-
fashioned refrigerator. He takes out a frozen chicken dinner,
turns the oven on, lights it with a match, rips the
protective paper off the aluminum tray and shoves it in.

Now he starts to clean up the mess on the drainboard. He
rinses the cocktail glasses, is about to empty the martini
pitcher into the sink, thinks better of it.
                                                        10.


He pours the contents into a glass, plops the lone olive out
(if the jar, scoops up the last handful of potato chips,
toasts an imaginary companion, and drinks up. Then he pulls a
wastebasket from under the sink. It is brimful of liquor
bottles, and Bud adds the empty vodka and vermouth bottles
and the olive jar. Picking up the heavy receptacle, he
carries it through the living room toward the hall door.


INT. SECOND FLOOR LANDING -- EVENING

The door of Bud's apartment opens, and Bud comes out with the
wastebasket full of empty bottles. Just then, DR. DAVID
DREYFUSS, whose wife we met earlier, comes trudging up the
stairs. He is a tall, heavy-set man of fifty, with a bushy
mustache, wearing a bulky overcoat and carrying an aged
medical bag.

                    DR. DREYFUSS
          Good evening, Baxter.

                    BUD
          Hi, Doc. Had a late call?

                    DR. DREYFUSS
          Yeah. Some clown at Schrafft's 57th
          Street ate a club sandwich, and
          forgot to take out the toothpick.

                    BUD
          Oh.
              (sets down wastebasket)
          'Bye, Doc.

                    DR. DREYFUSS
              (indicating bottles)
          Say, Baxter -- the way you're
          belting that stuff, you must have a
          pair of cast-iron kidneys.

                    BUD
          Oh, that's not me. It's just that
          once in a while, I have some people
          in for a drink.

                    DR. DREYFUSS
          As a matter of fact, you must be an
          iron man all around. From what I
          hear through the walls, you got
          something going for you every
          night.

                    BUD
          I'm sorry if it gets noisy --
                                                        11.



                    DR. DREYFUSS
          Sometimes, there's a twi-night
          double-header.
              (shaking his head)
          A nebbish like you!

                     BUD
              (uncomfortable)
          Yeah. Well -- see you, Doc.
              (starts to back through
               door)

                    DR. DREYFUSS
          You know, Baxter -- I'm doing some
          research at the Columbia Medical
          Center -- and I wonder if you could
          do us a favor?

                    BUD
          Me?

                    DR. DREYFUSS
          When you make out your will -- and
          the way you're going, you should --
          would you mind leaving your body to
          the University?

                    BUD
          My body? I'm afraid you guys would
          be disappointed. Good night, Doc.

DR. DREYFUSS

Slow down, kid.

He starts into the rear apartment as Bud closes the door.


INT. APARTMENT -- EVENING

Bud, loosening his tie, goes into the kitchen, opens the
oven, turns off the gas. He takes a coke out of the
refrigerator, uncaps it, gets a knife and fork from a drawer,
and using his handkerchief as a potholder, pulls the hot
aluminum tray out of the oven. He carries everything out into
the living room.

In the living room, Bud sets his dinner down on the coffee
table, settles himself on the couch. He rears up as something
stabs him, reaches under his buttocks, pulls out a hairpin.
He drops it into an ashtray, tackles his dinner.
                                                           12.


Without even looking, he reaches over to the end table and
presses the remote TV station-selector. He takes a sip from
the coke bottle, his eyes on the TV screen across the room.

The picture on the TV set jells quickly. Against a background
of crisscrossing searchlights, a pompous announcer is making
his spiel.

                    ANNOUNCER
          -- from the world's greatest
          library of film classics, we
          proudly present --
              (fanfare)
          -- Greta Garbo -- John Barrymore --
          Joan Crawford -- Wallace Beery --
          and Lionel Barrymore in --
              (fanfare)
          GRAND HOTEL!

There is an extended fanfare. Bud leans forward, chewing
excitedly on a chicken leg.

                    ANNOUNCER
          But first, a word from our sponsor.
          If you smoke the modern way, don't
          be fooled by phony filter claims --

Bud, still eating, automatically reaches for the station-
selector, pushes the button.

A new channel pops on. It features a Western -- cockamamie
Indians are attacking a stagecoach.

That's not for Bud. He switches to another station. In a
frontier saloon, Gower Street cowboys are dismantling the
furniture and each other.

Bud wearily changes channels. But he can't get away from
Westerns -- on this station, the U.S. Cavalry is riding to
the rescue. Will they get there in time?

Bud doesn't wait to find out. He switches channels again, and
is back where he started.

On the screen, once more, is the announcer standing in front
of the crisscrossing searchlights.

                    ANNOUNCER
          And now, Grand Hotel -- starring
          Greta Garbo, John Barrymore, Joan
          Crawford --
              (Bud is all eyes and ears
               again)
                    (MORE)
                                                           13.
                    ANNOUNCER(cont'd)
          -- Wallace Beery, and Lionel
          Barrymore. But first -- a word from
          our alternate sponsor.
              (unctuously)
          Friends, do you have wobbly
          dentures -- ?

That does it. Bud turns the set off in disgust.

The TV screen blacks out, except for a small pinpoint of
light in the center, which gradually fades away.

In the bathroom, Bud, in pajamas by now, is brushing his
teeth. From his shower rod hang three pairs of socks on
stretchers. Bud takes a vial from the medicine shelf, shakes
out a sleeping pill, washes it down with a glass of water. He
turns the light off, walks into the bedroom.

In the bedroom, the single bed is made, and the lamp on the
night table is on. Bud plugs in the electric blanket, turns
the dial on. Then he climbs into bed, props up the pillow
behind him. From the night table, he picks up the magazine
that arrived in the mail, slides it out of the wrapper, opens
it. It's the new issue of PLAYBOY. Bud leafs through it till
he comes to the piece de resistance of the magazine. He
unfolds the overleaf, glances at it casually, refolds it,
then turns to the back of the magazine and starts to read.

What he is so avidly interested in is the men's fashion
section. There is a layout titled WHAT THE YOUNG EXECUTIVE
WILL WEAR, with a sub-head reading The Bowler is Back.
Illustrating the article are several photographs of male
models wearing various styles of bowlers.

Bud is definitely in the market for a bowler, but somehow his
mind starts wandering. He turns back to the overleaf again,
unfolds it, studies it, then holds the magazine up vertically
to get a different perspective on the subject. By now the
sleeping pill is beginning to take effect, and he yawns. He
drops the magazine on the floor, kills the light, settles
down to sleep. The room is dark except for the glow from the
dial of the electric blanket.

Three seconds. Then the phone jangles shrilly in the living
room. Bud stumbles groggily out of bed, and putting on his
slippers, makes his way into the living room. He switches on
the light, picks up the phone.

                    BUD
          Hello? -- Hello? -- yes, this is
          Baxter.
                                                          14.




INT. PHONE BOOTH IN A MANHATTAN BAR -- NIGHT

On the phone is a   hearty man of about forty-five, nothing but
personality, most   of it obnoxious. His name is DOBISCH.
Outside the booth   is a blonde babe, slightly boozed, and
beyond there is a   suggestion of the packed, smoky joint.

                    DOBISCH
          Hiya, Buddy-boy. I'm in this bar on
          Sixty-first Street -- and I got to
          thinking about you -- and I figured
          I'd give you a little buzz.


BUD-- ON PHONE

                    BUD
          Well, that's very nice of you --
          but who is this?


INT. PHONE BOOTH

                    DOBISCH
          Dobisch -- Joe Dobisch, in
          Administration.


BUD -- ON PHONE

                    BUD
              (snapping to attention)
          Oh, yes, Mr. Dobisch. I didn't
          recognize your voice --


INT. PHONE BOOTH

                    DOBISCH
          That's okay, Buddy-boy. Now like I
          was saying, I'm in this joint on
          Sixty-first -- and I think I got
          lucky --
              (glances toward blonde)
          -- she's a skater with the Ice Show
          --
              (he chuckles)
          -- and I thought maybe I could
          bring her up for a quiet drink.
                                                  15.




BUD -- ON PHONE

                    BUD
          I'm sorry, Mr. Dobisch. You know I
          like to help you guys out -- but
          it's sort of late -- so why don't
          we make it some other time?


INT. PHONE BOOTH

                    DOBISCH
          Buddy-boy -- she won't keep that
          long -- not even on ice. Listen,
          kid, I can't pass this up -- she
          looks like Marilyn Monroe.


BUD -- ON PHONE

                    BUD
          I don't care if it is   Marilyn
          Monroe -- I'm already   in bed -- and
          I've taken a sleeping   pill -- so
          I'm afraid the answer   is no.


INT. PHONE BOOTH

                    DOBISCH
              (pulling rank)
          Look, Baxter -- we're making out
          the monthly efficiency rating --
          and I'm putting you in the top ten.
          Now you don't want to louse
          yourself up, do you?


BUD -- ON PHONE

                    BUD
          Of course not. But -- how can I be
          efficient in the office if I don't
          get enough sleep at night?


INT. PHONE BOOTH

                    DOBISCH
          It's only eleven -- and I just want
          the place for forty-five minutes.
                                                          16.



The blonde opens the door of the phone booth, leans in.

                    BLONDE
          I'm getting lonely. Who are you
          talking to, anyway?

                       DOBISCH
          My mother.

                    BLONDE
          That's sweet. That's real sweet.

Dobisch shuts the door in her face.

                    DOBISCH
              (into phone again)
          Make it thirty minutes. What do you
          say, Bud?

                    BUD
              (a last stand)
          I'm all out of liquor -- and
          there's no clean glasses -- no
          cheese crackers -- no nothing.


INT. PHONE BOOTH

                    DOBISCH
          Let me worry about that. Just leave
          the key under the mat and clear
          out.


INT. APARTMENT

                    BUD
              (into phone; resigned)
          Yes, Mr. Dobisch.

He hangs up, shuffles back into the bedroom.

                    BUD
              (muttering to himself)
          Anything you say, Mr. Dobisch -- no
          trouble at all, Mr. Dobisch -- be
          my guest --

He reappears from the bedroom, pulling his trousers on over
his pajama pants.
                                                        17.



                    BUD
          -- We never close at Buddy-boy's --
          looks like Marilyn Monroe --
              (he chuckles a la Dobisch)

Putting on his raincoat and hat, Bud opens the hall door,
takes the key from the table, shoves it under the doormat.
His eyes fall on the Dreyfuss apartment, and there is some
concern on his face. He picks up a pad and pencil from the
table, prints something in block letters. Tearing off the top
sheet, he impales it on the spindle of the phonograph, then
walks out, closing the door behind him. The note reads:

                         NOT TOO LOUD
                THE NEIGHBORS ARE COMPLAINING


EXT. BROWNSTONE HOUSE -- NIGHT

Bud comes out the door, in slippered feet, pants and raincoat
over his pajamas. As he sleep-walks down the steps, a cab
pulls up in front of the house. Bud ducks discreetly into the
areaway.

Mr. Dobisch, bareheaded, emerges cautiously from the cab.
Between the fingers of his hands he is carrying four long-
stemmed glasses, brimful of stingers. The blonde steps out,
holding his hat.

                    BLONDE
          This the place?

                    DOBISCH
          Yeah.
              (to cab driver)
          How much?

                    CABBIE
          Seventy cents.

Dobisch, his hands full of stingers, turns to the blonde,
indicates his pants pocket.

                    DOBISCH
          Get the money, will you?

The blonde plants the hat on top of his head, unbottons his
overcoat, reaches into his pants pocket. As she does so, she
jogs his elbow.

                    DOBISCH
          Watch those stingers!
                                                        18.



The blonde has taken out Dobisch's money clip, with about a
hundred dollars in it.

                    DOBISCH
          Give him a buck.

The blonde peels a bill off, hands it to the cabbie, hangs on
to the rest of the roll just a second too long.

                     DOBISCH
          Now put it back, honey.
              (she does)
          Atta girl.

The cab drives off. Dobisch and the blonde start up the steps
to the house.

                    BLONDE
          You sure this is a good idea?

                    DOBISCH
          Can't think of a better one.

                    BLONDE
              (holding door open for
               him)
          I mean -- barging in on your mother
          -- in the middle of the night?

                     DOBISCH
               (edging past her with
                stingers)
          Don't worry about the old lady. One
          squawk from her, and she's out of a
          job.

In the areaway, Bud has overheard them, and it doesn't make
him any happier. He steps out on the sidewalk, shuffles down
the street.


INT. SECOND FLOOR LANDING -- NIGHT

The blonde and Dobisch, his hands full of stingers, come up
to Bud's door.

                    DOBISCH
          Get the key, will you.

Automatically, she reaches into his pocket.

                    DOBISCH
          Not there. Under the mat.
                                                          19.



                    BLONDE
              (puzzled)
          Under the mat?
              (picks up key)

                     DOBISCH
              (impatiently)
          Open up, open up -- we haven't got
          all night.

The blonde unlocks the door to the apartment, opens it.

                    BLONDE
              (suspiciously)
          So this is your mother's apartment?

                    DOBISCH
          That's right. Maria Ouspenskaya.

                    BLONDE
              (sticking her head in)
          Hiya, Ouspenskaya.

Dobisch nudges her inside with his knee, follows, kicks the
door shut behind him.

The landing is empty for a second. Then the door of the rear
apartment opens, and Dr. Dreyfuss, in a beaten bathrobe, sets
out a couple of empty milk bottles with a note in them.
Suddenly, from Bud's apartment, comes a shrill female giggle.
Dr. Dreyfuss reacts. Then the cha-cha music starts full
blast.

                    DR. DREYFUSS
              (calling to his wife, off-
               scene)
          Mildred -- he's at it again.

Shaking his head, he closes the door.


EXT. CENTRAL PARK -- NIGHT

Bud, in raincoat and slippered feet, turns in off   the street,
plods along a path in the deserted park. He stops   at a damp
bench under a lamp post, sits. In the background,   lights
shine from the towering buildings on Central Park   South.

Bud huddles inside his raincoat, shivering. He is very sleepy
by now. His eyes close and his head droops.
                                                        20.


A gust of wind sends wet leaves swirling across the bench.
Bud doesn't stir. He is all in.

                                                FADE OUT:

FADE IN:


INT. LOBBY INSURANCE BUILDING -- DAY

It's a quarter to nine of a gray November morning, and work-
bound employees are piling in through the doors. Among them
is Bud, bundled up in a raincoat, hat, heavy muffler and wool
gloves, and carrying a box of Kleenex. He coughs, pulls out a
tissue, wipes his dripping nose. He has a bad cold.

The lobby is an imposing, marbled affair, as befits a company
which last year wrote 9.3 billion dollars' worth of
insurance. There are sixteen elevators, eight of them marked
LOCAL -- FLOORS 1-18, and opposite them eight marked EXPRESS -
- FLOORS 18-37. The starter, a uniformed Valkyrie wielding a
clicker, is directing the flow of traffic into the various
elevators.

Bud joins the crowd in front of one of the express elevators.
Also standing there is Mr. Kirkeby, reading the Herald-
Tribune.

                     BUD
               (hoarsely)
           Good morning, Mr. Kirkeby

                     KIRKEBY
               (as if he just knew him
                vaguely)
           Oh, how are you, Baxter. They
           keeping you busy these days?

                     BUD
           Yes, sir. They are indeed.
               (he sniffs)

The elevator doors open, revealing the operator. She is in
her middle twenties and her name is FRAN KUBELIK. Maybe it's
the way she's put together, maybe it's her face, or maybe
it's just the uniform -- in any case, there is something very
appealing about her. She is also an individualist -- she
wears a carnation in her lapel, which is strictly against
regulations. As the elevator loads, she greets the passengers
cheerfully.
                                                           21.



                    FRAN
              (rattling it off)
          Morning, Mr. Kessel -- Morning,
          Miss Robinson -- Morning, Mr.
          Kirkeby -- Morning, Mr. Williams --
          Morning, Miss Livingston --
          Morning, Mr. McKellway -- Morning,
          Mr. Pirelli -- Morning, Mrs.
          Schubert --

Interspersed is an occasional "Morning, Miss Kubelik" from
the passengers.

                    FRAN
          Morning, Mr. Baxter.

                    BUD
          Morning, Miss Kubelik.

He takes his hat off he is the only one. The express is now
loaded.

                    STARTER
              (working the clicker)
          That's all. Take it away .

                     FRAN
               (shutting the door)
          Watch the door, please. Blasting
          off.


INT. ELEVATOR

Bud is standing right next to Fran as the packed express
shoots UP.

                    BUD
              (studying her)
          What did you do to your hair?

                    FRAN
          It was making me nervous, so I
          chopped it off. Big mistake, huh?

                    BUD
          I sort of like it.

He sniffs, takes out a Kleenex, wipes his nose.

                    FRAN
          Say, you got a lulu.
                                                        22.



                    BUD
          Yeah. I better not get too close.

                    FRAN
          Oh, I never catch colds.

                    BUD
          Really? I was looking at some
          figures from the Sickness and
          Accident Claims Division -- do you
          know that the average New Yorker
          between the ages of twenty and
          fifty has two and a half colds a
          year?

                    FRAN
          That makes me feel just terrible.

                    BUD
          Why?

                    FRAN
          Well, to make the figures come out
          even -- since I have no colds a
          year -- some poor slob must have
          five colds a year.

                     BUD
          That's me.
              (dabs his nose)

                    FRAN
          You should have stayed in bed this
          morning.

                    BUD
          I should have stayed in bed last
          night.

The elevator has slowed down, now stops. Fran opens the door.

                    FRAN
          Nineteen. Watch your step.

About a third of the passengers get out, including Bud and
Mr. Kirkeby. As Kirkeby passes Fran, he slaps her behind with
his folded newspaper. Fran jumps slightly.

                    FRAN
              (all in the day's work)
          And watch your hand, Mr. Kirkeby!
                                                        23.



                    KIRKEBY
              (innocently)
          I beg your pardon?

                    FRAN
          One of these days I'm going to shut
          those doors on you and --

She withdraws her hand into the sleeve of her uniform, and
waves the "amputated" arm at him.

                    FRAN
          Twenty next.

The doors close.


INT. NINETEENTH FLOOR -- DAY

Kirkeby turns away from the elevator, and grinning smugly,
falls in beside Bud.

                    KIRKEBY
          That Kubelik -- boy! Would I like
          to get her on a slow elevator to
          China.

                    BUD
          Oh, yes. She's the best operator in
          the building.

                    KIRKEBY
          I'm a pretty good operator myself --
          but she just won't give me a tumble
          -- date-wise.

                    BUD
          Maybe you're using the wrong
          approach.

                    KIRKEBY
          A lot of guys around here have
          tried it -- all kinds of approaches
          -- no dice. What is she trying to
          prove?

                    BUD
          Could be she's just a nice,
          respectable girl -- there are
          millions of them.
                                                        24.



                    KIRKEBY
          Listen to him. Little Lord
          Fauntleroy!

Leaving Bud at the employees' coat-racks, Kirkeby heads
toward his office, one of the glass-enclosed cubicles. Bud
hangs up his hat and raincoat, stows away the gloves and
muffler. Out of his coat pocket he takes a plastic anti-
histamine sprayer and a box of cough drops, and still
carrying the Kleenex, threads his way to his desk. Most of
the desks are already occupied, and the others are filling
rapidly.

Once seated at his desk, Bud arranges his medicaments neatly
in front of him. He takes a Kleenex out of the box, blows his
nose, then leaning back in his swivel chair sprays first one
nostril, then the other. Suddenly the piercing bell goes off
the workday has begun. Being the ultra-conscientious type,
Bud instantly sits upright in his chair, removes the cover
from his computing machine, picks up a batch of perforated
premium cards, starts entering figures on his computer.

After a few seconds, he glances around to make sure that
everybody in the vicinity is busy. Then he looks up a number
in the company telephone directory, dials furtively.

                    BUD
              (cupping hand over phone
               mouthpiece)
          Hello, Mr. Dobisch? This is Baxter,
          on the nineteenth floor.


INT. DOBISCH’S OFFICE -- DAY

It is a glass-enclosed cubicle on the twenty-first floor.
Through the glass we see another enormous layout of desks,
everybody working away. Dobisch is holding the phone in one
hand, running an electric shaver over his face with the
other.

                    DOBISCH
          Oh, Buddy-boy. I was just about to
          call you.
              (shuts off electric
               shaver)
          I'm sorry about that mess on the
          living room wall. You see, my
          little friend,
          she kept insisting Picasso was a
          bum -- so she started to do that
          mural -- but I'm sure it will wash
          off -- just eyebrow pencil.
                                                 25.




BUD -- ON PHONE

                    BUD
          It's not Picasso I'm calling about.
          It’s the key -- to my apartment --
          you were supposed to leave it under
          the mat.


DOBISCH -- ON PHONE

                    DOBISCH
          I did, didn't I? I distinctly
          remember bending over and putting
          it there --


BUD -- ON PHONE

                    BUD
          Oh, I found a key there, all right -
          - only it's the wrong key.


DOBISCH -- ON PHONE

                    DOBISCH
          It is?
              (takes Bud's key out of
               his pocket)
          Well, how about that? No wonder I
          couldn't get into the executive
          washroom this morning.


BUD -- ON PHONE

                    BUD
          And I couldn't get into my
          apartment -so at four a.m. I had to
          wake up the landlady and give her a
          whole song and dance about going
          out to mail a letter and the door
          slamming shut.


DOBISCH -- ON PHONE

                    DOBISCH
          That's a shame. I'll send the key
          right down. And about your
          promotion -
                    (MORE)
                                                        26.
                     DOBISCH(cont'd)
              (leafs through report on
               desk)
          -- I'm sending that efficiency
          report right up to Mr. Sheldrake,
          in Personnel. I wouldn't be
          surprised if you heard from him
          before the day is over.


BUD -- ON PHONE

                    BUD
          Thank you, Mr. Dobisch.

He hangs up, feels his forehead. It is warm. Clipped to his
handkerchief pocket are a black fountain pen and, next to it,
a thermometer in a black case. Bud unclips the thermometer
case, unscrews the cap, shakes the thermometer out, puts it
under his tongue. He resumes work.

A messenger comes up to his desk with an interoffice
envelope.

                    MESSENGER
          From Mr. Dobisch.

                    BUD
              (thermometer in mouth)
          Wait.

He turns away from the messenger, unties the string of the
envelope, takes his key out, puts it in a coat pocket. From a
trouser pocket, he extracts Dobisch's key to the executive
washroom, slips it discreetly into the envelope, reties it,
hands it to the messenger.

                    BUD
              (thermometer in mouth)
          To Mr. Dobisch.

Puzzled by the whole procedure, the messenger leaves. Bud now
removes the thermometer from his mouth, reads it. It's worse
than he thought. He puts the thermometer back in the case,
clips it to his pocket, takes his desk calendar out of a
drawer, turns a leaf. Under the date WEDNESDAY, NOVEMBER 4
there is an entry in his handwriting -- MR. VANDERHOF. Bud
consults the telephone directory again, picks up the phone,
dials.
                                                        27.




INT. VANDERHOF’S OFFICE -- DAY

This is another glass-enclosed cubicle on another floor. MR.
VANDERHOF, a Junior Chamber of Commerce type, is dictating to
an elderly secretary who sits across the desk from him.

                    VANDERHOF
          Dear Mr. MacIntosh --
              (phone rings and he picks
               it up)
          Vanderhof, Public Relations. Oh,
          yes, Baxter. Just a minute.
              (to secretary)
          All right, Miss Finch -- type up
          what we got so far.
              (he waits till she is out
               of the office; then, into
               phone)
          Now, what is it, Baxter?


BUD -- ON PHONE

                    BUD
          Look, Mr. Vanderhof -- I've got you
          down here for tonight -- but I'm
          going to be using the place myself -
          - so I'll have to cancel.


VANDERHOF -- ON PHONE

                    VANDERHOF
          Cancel? But it's her birthday -- I
          already ordered the cake --


BUD -- ON PHONE

                     BUD
          I hate to disappoint you -- I mean,
          many happy returns -- but not
          tonight --
                                                 28.




VANDERHOF -- ON PHONE

                    VANDERHOF
          That's not like you, Baxter. Just
          the other day, at the staff
          meeting, I was telling Mr.
          Sheldrake what a reliable man you
          were.


BUD -- ON PHONE

                    BUD
          Thank you, Mr. Vanderhof. But I'm
          sick -- I have this terrible cold --
          and a fever -- and I got to go to
          bed right after work.


VANDERHOF -- ON PHONE

                    VANDERHOF
          Buddy-boy, that's the worst thing
          you can do. If you get a cold, you
          should go to a Turkish bath --
          spend the night there -- sweat it
          out --


BUD -- ON PHONE

                    BUD
          Oh, no. I'd get pneumonia -- and if
          I got pneumonia, I'd be in bed for
          a month -- and if I were in bed for
          a month -


VANDERHOF -- ON PHONE

                    VANDERHOF
          Okay, you made your point. We'll
          just have to do it next Wednesday --
          that’s the only night of the week I
          can get away.


BUD -- ON PHONE

                    BUD
          Wednesday -- Wednesday --
              (leafing through calendar)
                    (MORE)
                                                        29.
                    BUD(cont'd)
          I got somebody pencilled in -- let
          me see what I can do -- I'll get
          back to you.

He hangs up, riffles through the directory, finds the number,
and with a furtive look around, dials again.

                    BUD
              (into phone)
          Mr. Eichelberger? Is this Mortgage
          and Loan? I'd like to speak to Mr.
          Eichelberger. Yes, it is urgent.


INT. EICHELBERGER'S OFFICE -- DAY

Also glass-enclosed, but slightly larger than the others. MR.
EICHELBERGER, a solid citizen of about fifty, is displaying
some mortgage graphs to three associates. A fourth one has
answered the phone.

                    ASSOCIATE
              (holding out phone to
               Eichelberger)
          For you, Mel.

Eichelberger puts the charts down, takes the phone.

                    EICHELBERGER
          Eichelberger here -- oh, yes,
          Baxter --
              (a glance at his
               associates; then
               continues, as though it
               were a business call)
          What's your problem? -- Wednesday
          is out? -- oh -- that throws a
          little monkey wrench into my agenda
          Thursday? No, I'm all tied up or
          Thursday -- let's schedule that
          meeting for Friday.


BUD -- ON PHONE

                    BUD
          Friday?
              (checks calendar)
          Let me see what I can do. I’ll get
          back to you.

He hangs up, consults the directory, starts to dial a number.
                                                          30.




INT. KIRKEBY’S OFFICE -- DAY

It's another of those glass-enclosed cubicles, on the
nineteenth floor. Kirkeby is talking into a dictaphone.

                    KIRKEBY
          Premuin-wise and billing-wise, we
          are eighteen percent ahead of last
          year, October-wise.

The phone has been ringing. Kirkeby switches off the machine,
picks up the phone.

                    KIRKEBY
          Hello? Yeah, Baxter. What's up?


BUD -- ON PHONE

                    BUD
          Instead of Friday -- could you
          possibly switch to Thursday? You'd
          be doing me a great favor --


KIRKEBY -- ON PHONE

                    KIRKEBY
          Well -- it's all right with me,
          Bud. Let me check. I'll get back to
          you.

He presses down the button on the cradle, dials Operator.


INT. SWITCHBOARD ROOM

There is a double switchboard in the center, with nine girls
on each side, all busy as beavers. In the foreground we
recognize Sylvia, Kirkeby's date of last night.

                    SYLVIA
          Consolidated Life -- I'll connect
          you -- Consolidated Life --

The girl next to her turns and holds out a line.

                    SWITCHBOARD GIRL
          Sylvia -- it’s for you.

Sylvia plugs the call into her own switchboard.
                                                        31.



                    SYLVIA
          Yes? Oh, hello -- sure I got home
          all right -- you owe me forty-five
          cents.


KIRKEBY -- ON PHONE

                    KIRKEBY
          Okay, okay. Look, Sylvia -- instead
          of Friday -- could we make it
          Thursday night?


SYLVIA -- AT SWITCHBOARD

                    SYLVIA
          Thursday? That's the Untouchables. -
          - with Bob Stack.


KIRKEBY -- ON PHONE

                    KIRKEBY
          Bob WHO? -- all right, so we'll
          watch it at the apartment. Big
          deal.
              (he hangs up, dials)
          Baxter? It's okay for Thursday.


INT. NINETEENTH FLOOR -- DAY

Bud, at his desk, is on the phone.

                     BUD
          Thank you, Mr. Kirkeby.
              (hangs up, consults
               directory, dials)
          Mr. Eichelberger? It's okay for
          Friday.
              (hangs up, consults
               directory, dials)
          Mr. Vanderhof? It's okay for
          Wednesday.

During this, the phone has rung at the next desk, and the
occupant, MR. MOFFETT, has picked it up. As Bud hangs up --

                    MOFFETT
              (into phone)
          All right -- I'll tell him.
              (hangs up, turns to Bud)
                    (MORE)
                                                        32.
                    MOFFETT(cont'd)
          Hey, Baxter -- that was Personnel.
          Mr. Sheldrake's secretary.

                       BUD
          Sheldrake?

                    MOFFETT
          She's been trying to reach you for
          the last twenty minutes. They want
          you upstairs.

                       BUD
          Oh!

He jumps up, stuffs the nose-spray into one pocket, a handful
of Kleenex into the other.

                    MOFFETT
          What gives, Baxter? You getting
          promoted or getting fired?

                    BUD
              (cockily)
          Care to make a small wager?

                    MOFFETT
          I've been here twice as long as you
          have --

                    BUD
          Shall we say -- a dollar?

                    MOFFETT
          It's a bet.

Bud snake-hips between the desks like a broken-field runner.

At the elevator, Bud presses the UP button, paces nervously.
One of the elevator doors opens, and as Bud starts inside,
the doors of the adjoining elevator open, and Fran Kubelik
sticks her head out.

                       FRAN
          Going up?

Hearing her voice, Bud throws a quick "Excuse me" to the
other operator, exits quickly and steps into Fran's elevator.

                    BUD
          Twenty-seven, please. And drive
          carefully. You're carrying precious
          cargo -- I mean, manpower-wise.

Fran shuts the doors.
                                                      33.




INT. ELEVATOR -- DAY

Fran presses a button, and the elevator starts up.

                    FRAN
          Twenty-seven.

                    BUD
          You may not realize it, Miss
          Kubelik, but I'm in the top ten --
          efficiency-wise -- and this may be
          the day -- promotion-wise.

                    FRAN
          You're beginning to sound like Mr.
          Kirkeby already.

                    BUD
          Why not? Now that they're kicking
          me upstairs --

                    FRAN
          Couldn't happen to a nicer gay.
              (Bud beams)
          You know, you're the only one
          around here who ever takes his hat
          off in the elevator.

                       BUD
          Really?

                     FRAN
          The characters you meet. Something
          happens to men in elevators. Must
          be the change of altitude -- the
          blood rushes to their head, or
          something -- boy, I could tell you
          stories --

                    BUD
          I'd love to hear them. Maybe we
          could have lunch in the cafeteria
          sometime -- or some evening, after
          work --

The elevator has stopped, and Fran opens the doors.

                    FRAN
          Twenty-seven.
                                                        34.




INT. TWENTY-SEVENTH FLOOR FOYER -- DAY

It is pretty plush up here -- soft carpeting and tall
mahogany doors leading to the executive offices. The elevator
door is open, and Bud steps out.

                    FRAN
          I hope everything goes all right.

                     BUD
          I hope so.
              (turning back)
          Wouldn't you know they'd call me on
          a day like this -- with my cold and
          everything --
              (fumbling with his tie)
          How do I look?

                    FRAN
          Fine.
              (stepping out of elevator)
          Wait.


She takes the carnation out of her lapel, starts to put it in
Bud's buttonhole.

                    BUD
          Thank you. That's the first thing I
          ever noticed about you -- when you
          were still on the local elevator --
          you always wore a flower --

The elevator buzzer is now sounding insistently. Fran steps
back inside.

                    FRAN
          Good luck. And wipe your nose.

She shuts the doors. Bud looks after her, then takes a
Kleenex out of his pocket, and wiping his nose, crosses to a
glass door marked J. D. SHELDRAKE, DIRECTOR OF PERSONNEL. He
stashes the used Kleenex away in another pocket, enters.


INT. SHELDRAKE’S ANTEROOM -- DAY

It is a sedate office with a secretary and a couple of
typists. The secretary's name is MISS OLSEN. She is in her
thirties, flaxen-haired, handsome, wears harlequin glasses,
and has an incisive manner. Bud comes up to her desk.
                                                           35.



                    BUD
          C. C. Baxter -- Ordinary Premium
          Accounting -- Mr. Sheldrake called
          me.

                    MISS OLSEN
          I called you -- that is, I tried to
          call you -- for twenty minutes.

                    BUD
          I'm sorry, I --

                      MISS OLSEN
          Go on in.

She indicates the door leading to the inner office. Bud
squares his shoulders and starts in.


INT. SHELDRAKE'S OFFICE -- DAY

Mr. Sheldrake is a $14,000 a year man, and rates a four-
window office.

It is not quite an executive suite, but it is several pegs
above the glass cubicles of the middle echelon. There is lots
of leather, and a large desk behind which sits MR. SHELDRAKE.
He is a substantial looking, authoritative man in his middle
forties, a pillar of his suburban community, a blood donor
and a family man. The latter is attested to by a framed
photograph showing two boys, aged 8 and 10, in military
school uniforms.

As Baxter comes through the door, Sheldrake is leafing
through Dobisch's efficiency report. He looks up at Bud
through a pair of heavy-rimmed reading glasses.

                      SHELDRAKE
          Baxter?

                      BUD
          Yes, sir.

                    SHELDRAKE
              (studying him)
          I was sort of wondering what you
          looked like. Sit down.

                    BUD
          Yes, Mr. Sheldrake.

He seats himself on the very edge of the leather armchair
facing Sheldrake.
                                                        36.



                    SHELDRAKE
          Been hearing some very nice things
          about you -- here's a report from
          Mr. Dobisch -- loyal, cooperative,
          resourceful --

                    BUD
          Mr. Dobisch said that?

                    SHELDRAKE
          And Mr. Kirkeby tells me that
          several nights a week you work late
          at the office -- without overtime.

                    BUD
              (modestly)
          Well, you know how it is -- things
          pile up.

                    SHELDRAKE
          Mr. Vanderhof, in Public Relations,
          and Mr. Eichelberger, in Mortgage
          and Loan -- they'd both like to
          have you transferred to their
          departments.

                    BUD
          That's very flattering.

Sheldrake puts the report down, takes off his glasses, leans
across the desk toward Bud.

                    SHELDRAKE
          Tell me, Baxter -- just what is it
          that makes you so popular?

                    BUD
          I don't know.

                    SHELDRAKE
          Think.

Bud does so. For a moment, he is a picture of intense
concentration. Then --

                    BUD
          Would you mind repeating the
          question?
                                      37.



          SHELDRAKE
Look, Baxter, I'm not stupid. I
know everything that goes on in
this building -- in every
department -- on every floor --
every day of the year.

          BUD
    (in a very small voice)
You do?

          SHELDRAKE
    (rises, starts pacing)
In 1957, we had an employee here,
name of Fowler. He was very
popular, too. Turned out he was
running a bookie joint right in the
Actuarial Department -- tying up
the switchboard, figuring the odds
on our I.B.M. machines -- so the
day before the Kentucky Derby, I
called in the Vice Squad and we
raided the thirteenth floor.

          BUD
    (worried)
The Vice Squad?

          SHELDRAKE
That's right, Baxter.

          BUD
What -- what's that got to do with
me? I'm not running any bookie
joint.

          SHELDRAKE
What kind of joint are you running?

          BUD
Sir?

          SHELDRAKE
There's a certain key floating
around the office -- from Kirkeby
to Vanderhof to Eichelberger to
Dobisch -- it's the key to a
certain apartment and you know who
that apartment belongs to?

          BUD
Who?
                                                        38.



                     SHELDRAKE
          Loyal, cooperative, resourceful C.
          C. Baxter.

                    BUD
          Oh.

                    SHELDRAKE
          Are you going to deny it?

                    BUD
          No, sir. I'm not going to deny it.
          But if you'd just let me explain --

                    SHELDRAKE
          You better.

                    BUD
              (a deep breath)
          Well, about six months ago -- I was
          going to night school, taking this
          course in Advanced Accounting --
          and one of the guys in our
          department -- he lives in Jersey --
          he was going to a banquet at the
          Biltmore -- his wife was meeting
          him in town, and he needed
          someplace to change into a tuxedo --
          so I gave him the key -- and word
          must have gotten around -- because
          the next thing I knew, all sorts of
          guys were suddenly going to
          banquets -- and when you give the
          key to one guy, you can't say no to
          another -- and the whole thing got
          out of hand -- pardon me.

He whips out the nasal-spray, administers a couple of quick
squirts up each nostril.

                    SHELDRAKE
          Baxter, an insurance company is
          founded on public trust. Any
          employee who conducts himself in a
          manner unbecoming --
              (shifting into a new gear)
          How many charter members are there
          in this little club of yours?
                                                        39.



                    BUD
          Just those four -- out of a total
          of 31,259 -- so actually, we can be
          very proud of our personnel --
          percentage-wise.

                    SHELDRAKE
          That's not the point. Four rotten
          apples in a barrel -- no matter how
          large the barrel -- you realize
          that if this ever leaked out --

                    BUD
          Oh, it won't. Believe me. And it's
          not going to happen again. From now
          on, nobody is going to use my
          apartment --

In his vehemence he squeezes the spray bottle, which squirts
all over the desk.

                    SHELDRAKE
          Where is your apartment?

                    BUD
          West 67th Street. You have no idea
          what I've been going through --
          with the neighbors and the landlady
          and the liquor and the key --

                    SHELDRAKE
          How do you work it with the key?

                    BUD
          Well, usually I slip it to them in
          the office and they leave it under
          the mat -- but never again -- I can
          promise you that --

The phone buzzer sounds, and Sheldrake picks up the phone.

                    SHELDRAKE
          Yes, Miss Olsen.


INT. SHELDRAKE'S ANTEROOM -- DAY

Miss Olsen is on the phone.

                    MISS OLSEN
          Mrs. Sheldrake returning your call -
          - on two --
                                                          40.



She presses a button down, starts to hang the phone up,
glances around to see if the typists are watching, then
raises the receiver to her ear and eavesdrops on the
conversation.


INT. SHELDRAKE'S OFFICE -- DAY

Sheldrake is talking into the phone.

                    SHELDRAKE
          Yes, dear -- I called you earlier --
          where were you? Oh, you took Tommy
          to the dentist --

During this, Bud has risen from his chair, started inching
toward the door.

                    SHELDRAKE
              (turning to him)
          Where are you going, Baxter?

                    BUD
          Well, I don't want to intrude --
          and I thought -- since it's all
          straightened out anyway --

                    SHELDRAKE
          I'm not through with you yet.

                      BUD
          Yes, sir.

                    SHELDRAKE
              (into phone)
          The reason I called is -- I won't
          be home for dinner tonight. The
          branch manager from Kansas City is
          in town -- I'm taking him to the
          theatre -- Music Man, what else?
          No, don't wait up for me -- 'bye,
          darling.
              (hangs up, turns to Bud)
          Tell me something, Baxter -- have
          you seen Music Man?

                    BUD
          Not yet. But I hear it's one swell
          show.

                    SHELDRAKE
          How would you like to go tonight?
                                                        41.



                    BUD
          You mean -- you and me? I thought
          you were taking the branch manager
          from Kansas City --

                    SHELDRAKE
          I made other plans. You can have
          both tickets.

                    BUD
          Well, that's very kind of you --
          only I'm not feeling well -- you
          see, I have this cold -- and I
          thought I'd go straight home.

                    SHELDRAKE
          Baxter, you're not reading me. I
          told you I have plans.

                    BUD
          So do I -- I'm going to take four
          aspirins and get into bed -- so you
          better give the tickets to somebody
          else --

                    SHELDRAKE
          I'm not just giving those tickets,
          Baxter -- I want to swap them.

                    BUD
          Swap them? For what?

Sheldrake picks up the Dobisch reports, puts on his glasses,
turns a page.

                    SHELDRAKE
          It also says here -- that you are
          alert, astute, and quite
          imaginative --

                      BUD
          Oh?
                (the dawn is breaking)
          Oh!

He reaches into his coat pocket, fishes out a handful of
Kleenex, and then finally the key to his apartment. He holds
it up.

                      BUD
          This?
                                                        42.



                    SHELDRAKE
          That's good thinking, Baxter. Next
          month there's going to be a shift
          in personnel around here -- and as
          far as I'm concerned, you're
          executive material.

                    BUD
          I am?

                    SHELDRAKE
          Now put down the key --
              (pushing a pad toward him)
          -- and put down the address.

Bud lays the key on the desk, unclips what he thinks is his
fountain pen, uncaps it, starts writing on the pad.

                    BUD
          It's on the second floor -- my name
          is not on the door -- it just says
          2A --

Suddenly he realizes that he has been trying to write the
address with the thermometer.

                    BUD
          Oh -- terribly sorry. It's that
          cold --

                    SHELDRAKE
          Relax, Baxter.

                    BUD
          Thank you, sir.

He has replaced the thermometer with the fountain pen, and is
scribbling the address.

                    BUD
          You'll be careful with the record
          player, won't you? And about the
          liquor -- I ordered some this
          morning -- but I'm not sure when
          they'll deliver it --

He has finished writing the address, shoves the pad over to
Sheldrake.

                    SHELDRAKE
          Now remember, Baxter -- this is
          going to be our little secret.
                                                          43.



                    BUD
          Yes, of course.

                    SHELDRAKE
          You know how people talk.

                    BUD
          Oh, you don't have to worry --

                    SHELDRAKE
          Not that I have anything to hide.

                    BUD
          Oh, no sir. Certainly not. Anyway,
          it's none of my business -- four
          apples, five apples -- what's the
          difference -- percentage-wise?

                    SHELDRAKE
              (holding out the tickets)
          Here you are, Baxter. Have a nice
          time.

                    BUD
          You too, sir.

Clutching the tickets, he backs out of the office.

                                                DISSOLVE TO:


INT. LOBBY INSURANCE BUILDING -- EVENING

It is about 6:30, and the building has pretty well emptied
out by now. Bud, in raincoat and hat, is leaning against one
of the marble pillars beyond the elevators. His raincoat is
unbuttoned, and Fran's carnation is still in his lapel. He is
looking off expectantly toward a door marked EMPLOYEES'
LOUNGE -- WOMEN.

Some of the female employees are emerging, dressed for the
street. Among them are Sylvia and her colleague from the
switchboard.

                    SYLVIA
          So I figure, a man in his position,
          he's going to take me to 21 and El
          Morocco -- instead, he takes me to
          Hamburg Heaven and some schnook's
          apartment --

They pass Bud without paying any attention to him. Bud has
heard the crack, and looks after Sylvia, a little hurt.
                                                        44.


Then he glances back toward the door of the lounge, as it
opens and Fran Kubelik comes out. She is wearing a wool coat
over a street dress, no hat.

                    FRAN
              (passing Bud)
          Good night.

                    BUD
              (casually)
          Good night.

She is about three paces beyond him when he suddenly realizes
who it is.

                    BUD
          Oh -- Miss Kubelik.
              (he rushes after her,
               taking off his hat)
          I've been waiting for you.

                      FRAN
          You have?

                    BUD
          I almost didn't recognize you --
          this is the first time I've ever
          seen you in civilian clothes.

                    FRAN
          How'd you make out on the twenty-
          seventh floor?

                     BUD
          Great. Look -- have you seen The
          Music Man?

                      FRAN
          No.

                    BUD
          Would you like to?

                      FRAN
          Sure.

                    BUD
          I thought maybe we could have a
          bite to eat first -- and then --

                    FRAN
          You mean tonight?
                                                        45.



                    BUD
          Yeah.

                    FRAN
          I'm sorry, but I can't tonight. I'm
          meeting somebody.

                    BUD
          Oh.
              (a beat)
          You mean -- like a girl-friend?

                    FRAN
          No. Like a man.

She proceeds across the lobby toward the street entrance, Bud
following her.

                    BUD
          I wasn't trying to be personal --
          it's just that the fellows in the
          office were wondering about you --
          whether you ever --

                    FRAN
          Just tell ‘em -- now and then.

                    BUD
          This date -- is it just a date or
          is it something serious?

                    FRAN
          It used to be serious -- at least I
          was -- but he wasn't -- so the
          whole thing is more or less kaput.

                    BUD
          Well, in that case, couldn't you--?

                    FRAN
          I'm afraid not. I promised to have
          a drink with him -- he's been
          calling me all week --

                    BUD
          Oh, I understand.

He follows her out through the revolving doors.


EXT. INSURANCE BUILDING -- EVENING

Fran and Bud come out.
                                                        46.



                    BUD
              (putting his hat on)
          Well, it was just an idea -- I hate
          to see a ticket go to waste --

                    FRAN
              (stops)
          What time does the show go on?

                    BUD
          Eight-thirty.

                    FRAN
              (looks at her watch)
          Well -- I could meet you at the
          theatre -- if that's all right.

                    BUD
          All right? That's wonderful! It's
          the Majestic -- 44th Street.

                    FRAN
          Meet you in the lobby. Okay?

Bud nods happily, falls in beside her as she starts down the
street.

                    BUD
          You know, I felt so lousy this
          morning -- a hundred and one fever -
          - then my promotion came up -- now
          you and I -- eleventh row center --
          and you said I should have stayed
          in bed.

                    FRAN
          How is your cold?

                     BUD
              (high as a kite)
          What cold? And after the show, we
          could go out on the town --
              (does a little cha-cha
               step)
          I've been taking from Arthur
          Murray.

                      FRAN
          So I see.
                                                        47.



                    BUD
          They got a great little band at El
          Chico, in the Village -- it's
          practically around the corner from
          where you live.

                    FRAN
          Sounds good.
              (a sudden thought)
          How do you know where I live?

                     BUD
          Oh, I even know who you live with --
          your sister and brother-in-law -- I
          know when you were born -- and
          where -- I know all sorts of things
          about you.

                      FRAN
          How come?

                    BUD
          A couple of months ago I looked up
          your card in the group insurance
          file.

                      FRAN
          Oh.

                    BUD
          I know your height, your weight and
          your Social Security number -- you
          had mumps, you had measles, and you
          had your appendix out.

They have now reached the corner, and Fran stops.

                     FRAN
          Well, don't tell the fellows in the
          office about the appendix. They may
          get the wrong idea how you found
          out.
               (turning the corner)
          'Bye.

                    BUD
              (calling after her)
          Eight-thirty!

He watches her walk away, an idiot grin on his face. Despite
what he told Fran, his nose is stuffed up, so he takes out
the anti-histamine and sprays his nostrils.
                                                          48.


Then, carried away, he squirts some of the stuff on the
carnation in his buttonhole, moves off in the opposite
direction.


EXT. DOWNTOWN STREET -- EVENING

Fran comes hurrying along the street. She is late. Her
objective is a small Chinese restaurant, with a neon sign
reading THE RICKSHAW -- COCKTAILS -- CANTONESE FOOD. She
starts down a flight of steps leading to the entrance.


INT. CHINESE RESTAURANT -- EVENING

The bar is a long, narrow, dimly-lit room with booths along
one side. Beyond a bamboo curtain is the main dining room,
which does not concern us. The place is decorated in Early
Beachcomber style -- rattan, fish-nets, conch shells, etc.

The help is Chinese. At this early hour, there are only half
a dozen customers in the place -- all- at the bar except for
one man, sitting in the last booth with his back toward
camera. At a piano, a Chinese member of Local 808 is
improvising mood music.

Fran comes through the   door, and without looking around,
heads straight for the   last booth. The bartender nods to her -
- they know her there.   As she passes the piano player, he
gives her a big smile,   segues into JEALOUS LOVER.

Fran comes up to the man sitting in the last booth.

                    FRAN
              (a wistful smile)
          Good evening, Mr. Sheldrake.

Sheldrake, for that's who it is, looks around -nervously to
make sure no one has heard her.

                    SHELDRAKE
          Please, Fran -- not so loud.
              (he gets up)

                    FRAN
          Still afraid somebody may see us
          together?

                    SHELDRAKE
              (reaching for her coat)
          Let me take that.
                                                        49.



                    FRAN
          No, Jeff. I can't stay very long.
              (sits opposite him, with
               her coat on)
          Can I have a frozen daiquiri?

                    SHELDRAKE
          It's on the way.
              (sits down)
          I see you went ahead and cut your
          hair.

                    FRAN
          That's right.

                    SHELDRAKE
          You know I liked it better long.

                    FRAN
          Yes, I know. You want a lock to
          carry in your wallet?

A waiter comes up with a tray: two daiquiris, fried shrimp,
eggrolls, and a bowl of sauce.

                    WAITER
              (showing all his teeth)
          Evening, lady. Nice see you again.

                       FRAN
          Thank you.

The waiter has set everything on the table, leaves.

                    SHELDRAKE
          How long has it been -- a month?

                    FRAN
          Six weeks. But who's counting?

                    SHELDRAKE
          I missed you, Fran.

                    FRAN
          Like old times. Same booth, same
          song --

                    SHELDRAKE
          It's been hell.

                    FRAN
              (dipping shrimp)
          -- same sauce -- sweet and sour.
                                                        50.



                    SHELDRAKE
          You don't know what it's like --
          standing next to you in that
          elevator, day after day -- Good
          morning, Miss Kubelik -- Good
          night, Mr. Sheldrake -- I'm still
          crazy about you, Fran.

                    FRAN
              (avoiding his eyes)
          Let's not start on that again, Jeff
          -- please. I'm just beginning to
          get over it.

                    SHELDRAKE
          I don't believe you.

                    FRAN
          Look, Jeff -- we had two wonderful
          months this summer -- and that was
          it. Happens all the time -- the
          wife and kids go away to the
          country, and the boss has a fling
          with the secretary -- or the
          manicurist -- or the elevator girl.
          Comes September, the picnic is over
          -- goodbye. The kids go back to
          school, the boss goes back to the
          wife, and the girl --
              (she is barely able to
               control herself)
          They don't make these shrimp like
          they used to.

                    SHELDRAKE
          I never said goodbye, Fran.

                    FRAN
              (not listening)
          For a while there, you try kidding
          yourself that you're going with an
          unmarried man. Then one day he
          keeps looking at his watch, and
          asks you if there's any lipstick
          showing, then rushes off to catch
          the seven-fourteen to White Plains.
          So you fix yourself a cup of
          instant coffee -- and you sit there
          by yourself -- and you think -- and
          it all begins to look so ugly --

There are tears in her eyes. She breaks off, downs what's
left of the daiquiri.
                                                        51.



                    SHELDRAKE
          How do you think I felt -- riding
          home on that seven-fourteen train?

                    FRAN
          Why do you keep calling me, Jeff?
          What do you want from me?

                    SHELDRAKE
              (taking her hand)
          I want you back, Fran.

                    FRAN
              (withdrawing her hand)
          Sorry, Mr. Sheldrake -- I'm full
          up. You'll have to take the next
          elevator.

                    SHELDRAKE
          You're not giving me a chance,
          Fran. I asked you to meet me
          because -- I have something to tell
          you.

                    FRAN
          Go ahead -- tell me.

                    SHELDRAKE
              (a glance around)
          Not here, Fran. Can't we go some
          place else?

                    FRAN
          No. I have a date at eight-thirty.

                       SHELDRAKE
          Important?

                    FRAN
          Not very -- but I’m going to be
          there anyway.

She takes out an inexpensive square compact with a fleur-de-
lis pattern on it, opens it, starts to fix her face. The
waiter comes up with a couple of menus.

                    WAITER
          You ready order dinner now?

                    FRAN
          No. No dinner.
                                                        52.



                    SHELDRAKE
          Bring us two more drinks.


EXT. MAJESTIC THEATRE -- EVENING

It is 8:25, and there is the usual hectic to-do -- taxis
pulling up, people milling around the sidewalk and crowding
into the lobby. In the middle of this melee, buffeted by the
throng, stands Bud, in raincoat and hat, looking anxiously
for Fran.


INT. CHINESE RESTAURANT -- EVENING

Fran and Sheldrake, in the booth, are working on the second
round of drinks.

                    SHELDRAKE
          Fran -- remember that last weekend
          we had?

                    FRAN
              (wryly)
          Do I. That leaky little boat you
          rented -- and me in a black
          negligee and a life preserver --

                    SHELDRAKE
          Remember what we talked about?

                    FRAN
          We talked about a lot of things.

                    SHELDRAKE
          I mean -- about my getting a
          divorce.

                    FRAN
          We didn't talk about it -- you did.

                    SHELDRAKE
          You didn't really believe me, did
          you?

                    FRAN
              (shrugging)
          They got it on a long playing
          record now -- Music to String Her
          Along By. My wife doesn't
          understand me -- We haven't gotten
          along for years -- You're the best
          thing that ever happened to me --
                                          53.



          SHELDRAKE
That's enough, Fran.

          FRAN
    (going right on)
Just trust me, baby -- we'll work
it out somehow --

          SHELDRAKE
You're not being funny.

          FRAN
I wasn't trying.

          SHELDRAKE
If you'll just listen to me for a
minute --

          FRAN
Okay. I'm sorry.

          SHELDRAKE
I saw my lawyer this morning -- I
wanted his advice -- about the best
way to handle it --

          FRAN
Handle what?

          SHELDRAKE
What do you think?

           FRAN
    (looking at him    for a
      long moment --   then)
Let's get something    straight, Jeff -
- I never asked you    to leave your
wife.

          SHELDRAKE
Of course not. You had nothing to
do with it.

          FRAN
    (her eyes misting up
     again)
Are you sure that's what you want?

          SHELDRAKE
I'm sure. If you'll just tell me
that you still love me --
                                                        54.



                    FRAN
              (softly)
          You know I do.

                    SHELDRAKE
          Fran --

He takes her hand, kisses it. The bar has been filling up,
and now two couples are seating themselves in a nearby booth.
One of the women is Miss Olsen.

                    FRAN
              (pulling her hand away
               gently)
          Jeff -- darling --

She indicates the other customers. Sheldrake glances over his
shoulder.

                    SHELDRAKE
          It is crowding up. Let's get out of
          here.

They rise, Sheldrake leaves some money on the table , leads
Fran toward the entrance. As they pass Miss Olsen's booth,
she turns around slowly, and putting on her glasses, looks
after them.

Sheldrake slips a bill to the piano player, who gives them a
big smile, slides into JEALOUS LOVER again. Retrieving his
hat and coat from the checkroom girl, Sheldrake steers Fran
through the door.

Miss Olsen watches them with a cold smile.


EXT. CHINESE RESTAURANT -- EVENING

Fran and Sheldrake come up the steps.

                    SHELDRAKE
              (to a passing cab)
          Taxi!

It passes without stopping.

                    FRAN
          I have that date -- remember?

                    SHELDRAKE
          I love you -- remember?
                                                          55.



Another taxi approaches. Sheldrake gives a shrill whistle,
and it pulls up. He opens the door.

                     FRAN
           Where are we going, Jeff? Not back
           to that leaky boat --

                        SHELDRAKE
           I promise.

He helps her into the cab, takes out of his coat pocket the
page from the pad on which Bud wrote the address of the
apartment.

                     SHELDRAKE
               (to cab driver)
           51 West Sixty-Seventh.

He gets in beside Fran, shuts the door. As the cab pulls
away, through the rear window the two can be seen kissing.


EXT. MAJESTIC THEATRE -- EVENING

It's 9 o'clock, the lobby is deserted, and standing on the
sidewalk all by himself, is Bud. He takes a Kleenex out of
his pocket, blows his nose, stuffs the used Kleenex in
another pocket. He looks up and down the street, consults his
watch, decides to wait just a little longer.

                                                   FADE OUT:

FADE IN:


BAXTER’S DESK CALENDAR

The leaves are flipping over. Mr. Sheldrake seems to be using
The Apartment regularly -- for the name Sheldrake, in Bud's
handwriting, appears on the pages dated Monday, November 9,
Thursday, November 12, Thursday, November 19, Monday,
November 23, and Monday, November 30. Mr. Sheldrake also
seems to be Baxter's only customer by now, since the other
leaves of the calendar are blank.

                                                DISSOLVE TO:


INT. NINETEENTH FLOOR -- INSURANCE BUILDING -- DAY

It is a gloomy December morning, and hundreds of desk-bound
employees are bent over their paper work.
                                                        56.



Bud Baxter, in raincoat and hat, is clearing out his desk. He
has piled everything on his blotter pad -- reference books,
papers, a fountain-pen set, pencils, paper clips and the
calendar. Watching him from the next desk is a dumbfounded
Moffett. Bud picks up the blotter pad with his stuff on it,
and as he moves past Moffett's desk, Moffett takes out a
dollar bill, drops it grudgingly on the loaded pad. Bud
flashes him a little grin, continues between the desks toward
the row of glass-enclosed offices housing the supervisory
personnel.

He comes up to an unoccupied cubicle. A sign painter is
brushing in some new lettering on the glass door -- it reads
C. C. BAXTER, Second Administrative Assistant. Bud studies
the sign with a good deal of satisfaction.

                    BUD
              (to painter)
          Would you mind -- ?
              (the painter turns around)
          C. C. Baxter -- that's me.

With an "Oh," the painter opens the door for him.


INT. BAXTER'S OFFICE -- DAY

Bud enters his new office, deposits his stuff on the bare
desk, looks around possessively. The small cubicle boasts one
window, carpeting on the floor, a filing cabinet, a couple of
synthetic-leather chairs, and a clothes-tree -- to Bud, it is
the Taj Mahal. He crosses to the clothes-tree, removes his
hat and coat, hangs them up. From OFF comes --

                    KIRKEBY (O.S.)
          Hi, Buddy-boy.

                    DOBISCH (O.S.)
          Congratulations, and all that jazz.

Bud turns. Kirkeby, Dobisch, Eichelberger and Vanderhof have
come into the office.

                    BUD
          Hi, fellas.

                    EICHELBERGER
          Well, you made it, kid -- just like
          we promised.
                                                        57.



                    VANDERHOF
          Quite an office -- name on the door
          -- rug on the floor -- the whole
          schmear.

                    BUD
          Yeah.

                    DOBISCH
          Teamwork -- that's what counts in
          an organization like this. All for
          one and one for all -- know what I
          mean?

                    BUD
          I have a vague idea.

Kirkeby signals to Vanderhof, who shuts the door. The four
charter members of the club start closing in on Bud.

                    KIRKEBY
          Baxter, we're a little disappointed
          in you -- gratitude-wise.

                    BUD
          Oh, I'm very grateful.

                    EICHELBERGER
          Then why are you locking us out,
          all of a sudden?

                    BUD
          It's been sort of rough these last
          few weeks -- what with my cold and
          like that --

He has picked up the desk calendar, shoves it discreetly into
one of the drawers.

                    DOBISCH
          We went to bat for you -- and now
          you won't play ball with us.

                    BUD
          Well, after all, it's my apartment -
          - it's private property -- it's not
          a public playground.

                    VANDERHOF
          All right, so you got yourself a
          girl -- that's okay with us -- but
          not every night of the week.
                                                         58.



                    KIRKEBY
          How selfish can you get?
              (to the others)
          Last week I had to borrow my
          nephew's car and take Sylvia to a
          drive-in in Jersey. I'm too old for
          that sort of thing -- I mean, in a
          Volkswagen.

                    BUD
          I sympathize with your problem --
          and believe me, I'm very sorry --

                    DOBISCH
          You'll be a lot sorrier before
          we're through with you.

                    BUD
          You threatening me?

                    DOBISCH
          Listen, Baxter, we made you and we
          can break you.

He deliberately flips a cigar ash on Bud' s desk. At the same
time, the door opens, and Sheldrake comes striding in
briskly.

                    BUD
          Good morning, Mr. Sheldrake.

The others swivel around.

                    SHELDRAKE
          Morning, gentlemen.
              (to Bud)
          Everything satisfactory? You like
          your office?

                    BUD
          Oh, yes, sir. Very much. And I want
          to thank you --

                    SHELDRAKE
          Don't thank me -- thank your
          friends here -- they're the ones
          who recommended you.

The four friends manage to work up some sickly smiles.

                    DOBISCH
          We just dropped in to wish him the
          best.
                    (MORE)
                                                59.
                    DOBISCH(cont'd)
              (quickly brushes cigar ash
               off desk)

                     KIRKEBY
              (as they move toward the
               door)
          So long, Baxter. We know you won't
          let us down.

                    BUD
          So long fellas. Drop in any time.
          The door is always open -- to my
          office.

They leave. Sheldrake and Bud are alone.

                     SHELDRAKE
          I like the way you handled that.
          Well how does it feel to be an
          executive?

                    BUD
          Fine. And I want you to know I'll
          work very hard to justify your
          confidence in me

                    SHELDRAKE
          Sure you will.
              (a beat)
          Say, Baxter, about the apartment --
          now that you got a raise, don't you
          think we can afford a second key?

                    BUD
          Well -- I guess so.

                    SHELDRAKE
          You know my secretary -- Miss Olsen
          --

                    BUD
          Oh, yes. Very attractive. Is she --
          the lucky one?

                    SHELDRAKE
          No, you don't understand. She's a
          busybody -- always poking her nose
          into things -- and with that key
          passing back and forth -- why take
          chances?

                    BUD
          Yes, sir. You can't be too careful.
                                                           60.



He glances toward the glass partitions to make sure that
nobody is watching.

                    BUD
          I have something here -- I think it
          belongs to you.

Out of his pocket he has slipped the compact with the fleur-
de-lis pattern we saw Fran use at the Rickshaw. He holds it
out to Sheldrake.

                    SHELDRAKE
          To me?

                    BUD
          I mean -- the young lady -- whoever
          she may be -- it was on the couch
          when I got home last night.

                    SHELDRAKE
          Oh, yes. Thanks.

                    BUD
          The mirror is broken.
              (opens compact, revealing
               crack in mirror)
          It was broken when I found it.

                     SHELDRAKE
          So it was.
              (takes the compact)
          She threw it at me.

                    BUD
          Sir?

                    SHELDRAKE
          You know how it is -- sooner or
          later they all give you a bad time.

                    BUD
              (man-of-the-world)
          I know how it is.

                    SHELDRAKE
          You see a girl a couple of times a
          week -- just for laughs -- and
          right away she thinks you're going
          to divorce your wife. I ask you --
          is that fair?
                                                           61.



                    BUD
          No, sir. That's very unfair --
          especially to your wife.

                    SHELDRAKE
          Yeah.
              (shifting gears)
          You know, Baxter, I envy you.
          Bachelor -- all the dames you want -
          - no headaches, no complications --

                    BUD
          Yes, sir. That's the life, all
          right.

                    SHELDRAKE
          Put me down for Thursday again.

                    BUD
          Roger. And I'll get that other key.

Sheldrake exits. Bud takes the calendar out of the desk
drawer, makes an entry.


BAXTER’S DESK CALENDAR

Again the leaves   are flipping over, and again we see
Sheldrake's name   in Bud's handwriting -- booked for the
following dates:   Monday, December 14, Thursday, December 17,
Monday, December   21, Thursday, December 24.

                                                DISSOLVE TO:


INT. SWITCHBOARD ROOM -- DAY

Perched on top of the switchboard is a small decorated
Christmas tree, and the operators are dispensing holiday
greetings to all callers.

                    OPERATORS
          Consolidated Life -- Merry
          Christmas -- I'll connect you --
          Consolidated Life -- Merry
          Christmas -- I'm ringing --

In the foreground, Sylvia is engaged in a private
conversation of her own.
                                                           62.



                    SYLVIA
              (into mouthpiece)
          Yeah? -- YEAH? -- Where? -- You bet
          --

She tears off her headset, and turns to the other girls.

                    SYLVIA
          Somebody watch my line -- there's a
          swinging party up on the nineteenth
          floor --

She scoots out the door. The other girls immediately abandon
their posts, and dash after her.


INT. NINETEENTH FLOOR -- DAY

It's a swinging party, all right. Nobody is working. Several
desks have been cleared and pushed together, and on top of
this improvised stage four female employees and Mr. Dobisch,
with his pants-legs rolled up, are doing a Rockette kick
routine to the tune of JINGLE BELLS. Employees are ringed
around the performers, some drinking out of paper cups,
others singing and clapping in rhythm.

One of the cubicles has been transformed into a bar, and it
is jammed with people. Mr. Kirkeby and Mr. Vanderhof are
pouring each has a couple of bottles of liquor in his hands,
and is emptying them into the open top of a water-cooler. But
the stuff is flowing out as fast as it flows in -- everybody
is in line with a paper cup waiting for a refill.

Bud comes shouldering his way out of the crowded cubicle,
holding aloft two paper cups filled with booze. Since his
promotion he has bought himself a new suit, dark flannel, and
with it he wears a white shirt with a pinned round collar,
and a foulard tie. He also has quite a glow on. Detouring
past necking couples, he heads in the direction of the
elevators.

The doors of Fran's elevator are just opening, and the
switchboard operators, led by Sylvia, come streaming out.

                    SYLVIA
              (to a colleague)
          -- so I said to him: Never again! --
          either get yourself a bigger car or
          a smaller girl --

As they head for the party, they pass Bud, who is approaching
the elevator with the two drinks. Fran is just closing the
elevator doors.
                                                        63.



                    BUD
          Miss Kubelik.

The doors slide open again, wad Fran looks out. Instead of
the customary carnation in the lapel of her uniform, she
wears a sprig of holly.

                    BUD
              (holding out one of the
               drinks)
          Merry Christmas.

                     FRAN
          Thank you.
              (takes drink)
          I thought you were avoiding me.

                    BUD
          What gave you that idea?

                    FRAN
          In the last six weeks you've only
          been in my elevator once -- and
          then you didn't take your hat off.

                    BUD
          Well, as a matter of fact, I was
          rather hurt when you stood me up
          that night --

                    FRAN
          I don't blame you. It was
          unforgivable.

                    BUD
          I forgive you.

                    FRAN
          You shouldn't.

                    BUD
          You couldn't help yourself. I mean,
          when you're having a drink with one
          man, you can't just suddenly walk
          out on him because you have another
          date with another man. You did the
          only decent thing.

                    FRAN
          Don't be too sure. Just because 1
          wear a uniform -- that doesn't make
          me a Girl Scout.
                                                        64.



                    BUD
          Miss Kubelik, one doesn't get to be
          a second administrative assistant
          around here unless he's a pretty
          good judge of character -- and as
          far as I'm concerned, you're tops,
          I mean, decency-wise -- and
          otherwise-wise.
              (toasting)
          Cheers.

                      FRAN
          Cheers.

They down their drinks. Bud takes the empty cup from her.

                      BUD
          One more?

                    FRAN
              (indicating elevator)
          I shouldn't drink when I'm driving.

                    BUD
          You're so right.

He reaches into the elevator, takes a cardboard sign off a
hook, hangs it on the elevator door. It reads USE OTHER
ELEVATOR.

                    BUD
          By the power vested in me, I
          herewith declare this elevator out
          of order.
              (leading her toward the
               party)
          Shall we join the natives?

                    FRAN
          Why not?
              (as they pass a kissing
               couple)
          They seem friendly enough.

                    BUD
          Don't you believe it. Later on
          there will be human sacrifices --
          white-collar workers tossed into
          the computing machines, and punched
          full of those little square holes.
                                                          65.



                    FRAN
          How many of those drinks did you
          have?

                    BUD
              (holding up four fingers)
          Three.

                    FRAN
          I thought so.

They have now reached the entrance to the bar, which is
overflowing with thirsty natives.

                    BUD
          You wait here. I think I hear the
          sound of running water.

He leaves her outside the cubicle, and elbows his way through
the crowd toward the booze-filled water cooler. Out of
another cubicle comes Miss Olsen, cup in hand. She too has
had quite a few. Seeing Fran, she walks up to her, with an
acid smile on her face.

                    MISS OLSEN
          Hi. How's the branch manager from
          Kansas City?

                    FRAN
          I beg your pardon?

                     MISS OLSEN
          I'm Miss Olsen -- Mr. Sheldrake's
          secretary.

                    FRAN
          Yes, I know.

                    MISS OLSEN
          So you don't have to play innocent
          with me. He used to tell his wife
          that I was the branch manager from
          Seattle -- four years ago when we
          were having a little ring-a-ding-
          ding.

                    FRAN
          I don't know what you're talking
          about.
                                                           66.



                    MISS OLSEN
          And before me there was Miss Rossi
          in Auditing -- and after me there
          was Miss Koch in Disability -- and
          just before you there was Miss
          What's-Her-Name, on the twenty-
          fifth floor --

                    FRAN
              (wanting to get away)
          Will you excuse me?

                    MISS OLSEN
              (holding her by the arm)
          What for? You haven't done anything
          -- it's him -- what a salesman --
          always the last booth in the
          Chinese restaurant -- and the same
          pitch about divorcing his wife --
          and in the end you wind up with egg
          foo yong on your face.

Bud comes burrowing out of the crowded cubicle, balancing the
two filled paper cups, spots Fran.

                    BUD
          Miss Kubelik.

Fran turns away from Miss Olsen.

                    FRAN
          Well -- thank you.

                    MISS OLSEN
          Always happy to do something for
          our girls in uniform.

She moves off as Bud joins Fran, who is looking a little
pale.

                    BUD
          You all right? What's the matter?

                    FRAN
          Nothing.
              (takes the drink)
          There are just too many people
          here.

                    BUD
          Why don't we step into my office?
          There's something I want your
          advice about, anyway.
                    (MORE)
                                                           67.
                    BUD(cont'd)
              (leads her toward his
               cubicle)
          I have my own office now,
          naturally. And you may be
          interested to know I'm the second-
          youngest executive in the company --
          the only one younger is a grandson
          of the chairman of the board.


INT. BAXTER'S OFFICE -- DAY

Bud ushers Fran in, and is confronted by a strange couple
necking in the corner. He gestures them out, crosses to his
desk.

                    BUD
          Miss Kubelik, I would like your
          honest opinion. I've had this in my
          desk for a week -- cost me fifteen
          dollars -- but I just couldn't get
          up enough nerve to wear it --

From under the desk he has produced a hatbox, and out of the
hatbox a black bowler, which he now puts on his head.

                    BUD
          It's what they call the junior
          executive model. What do you think?

Fran looks at him blankly, absorbed in her own thoughts.

                    BUD
          Guess I made a boo-boo, huh?

                    FRAN
              (paying attention again)
          No -- I like it.

                    BUD
          Really? You mean you wouldn't be
          ashamed to be seen with somebody in
          a hat like this?

                    FRAN
          Of course not.

                    BUD
          Maybe if I wore it a little more to
          the side --
              (adjusting hat)
          -- is that better?
                                                        68.



                    FRAN
          Much better.

                    BUD
          Well, as long as you wouldn't be
          ashamed to be seen with me -- how
          about the three of us going out
          this evening -- you and me and the
          bowler -- stroll down Fifth Avenue -
          - sort of break it in --

                    FRAN
          This is a bad day for me.

                    BUD
          I understand. Christmas -- family
          and all that --

                    FRAN
          I'd better get back to my elevator.
          I don't want to be fired.

                    BUD
          Oh, you don't have to worry about
          that. I have quite a bit of
          influence in Personnel. You know
          Mr. Sheldrake?

                       FRAN
                 (guardedly)
          Why?

                    BUD
          He and I are like this.
              (crosses his fingers)
          Sent me a Christmas card. See?

He has picked up a Christmas card from his desk, shows it to
Fran. It is a photograph of the Sheldrake clan grouped around
an elaborate Christmas tree -- Mr. and Mrs. Sheldrake, the
two boys in military school uniforms, and a big French
poodle. Underneath it says:

           SEASON'S GREETINGS from the SHELDRAKES
               Emily, Jeff, Tommy, Jeff Jr.,
                        and Figaro.

                    FRAN
              (studying the card
               ruefully)
          Makes a cute picture.
                                                        69.



                    BUD
          I thought maybe I could put in a
          word for you with Mr. Sheldrake --
          get you a little promotion -- how
          would you like to be an elevator
          starter?

                    FRAN
          I'm afraid there are too many other
          girls around here with seniority
          over me.

                    BUD
          No problem. Why don't we discuss it
          sometime over the holidays -- I
          could call you and pick you up --
          and we'll have the big unveiling --
              (touching the brim of his
               bowler)
          -- you sure this is the right way
          to wear it?

                    FRAN
          I think so.

                    BUD
          You don't think it's tilted a
          little too much --

Fran takes her compact out of her uniform pocket, opens it,
hands it to Bud.

                    FRAN
          Here.

                    BUD
              (examining himself in the
               mirror)
          After all, this is a conservative
          firm -- I don't want people to
          think I'm an entertainer --

His voice trails off. There is something familiar about the
cracked mirror of the compact -- and the fleur-de-lis pattern
on the case confirms his suspicion. Fran notices the peculiar
expression on his face.

                    FRAN
          What is it?

                    BUD
              (with difficulty)
          The mirror -- it's broken.
                                                          70.



                    FRAN
          I know. I like it this way -- makes
          me look the way I feel.

The phone has started to ring. Bud doesn't hear it. He closes
the compact, hands it to Fran.

                    FRAN
          Your phone.

                       BUD
          Oh.
                 (picks up phone from desk)
          Yes?
              (throws a quick look at
               Fran)
          Just a minute.
              (covers mouthpiece; to
               Fran)
          If you don't mind -- this is sort
          of personal.

                    FRAN
          All right. Have a nice Christmas.

She exits, closing the door. Bud takes his hand off the
mouthpiece.

                     BUD
               (every word hurts)
          Yes, Mr. Sheldrake -- no, I didn't
          forget -- the tree is up and the
          Tom and Jerry mix is in the
          refrigerator -- yes, sir -- same to
          you.

He hangs up, stands there for a moment, the bowler still on
his head, the noise from the party washing over him. He
slowly crosses to the clothes-tree, picks up his coat -- a
new, black chesterfield. With the coat over his arm, he
starts out of the office.


INT. NINETEENTH FLOOR -- DAY

The party has picked up tempo. On top of the desks, Sylvia is
doing a mock strip tease -- without taking any clothes off.
There is hollering, drinking and clapping all around her.

Bud moves past the floor show, paying no attention. Kirkeby
spots him, detaches himself from the cheering section around
Sylvia.
                                                           71.



                    KIRKEBY
          Where you going, Buddy-boy? The
          party's just starting.
              (catching up with him)
          Listen, kid -- give me a break,
          will you -- how about tomorrow
          afternoon? I can't take her to that
          drive-in again --the car doesn't
          even have a heater -- four o'clock -
          - okay?

Bud ignores him, continues walking through the ranks of empty
desks.

                                              DISSOLVE TO:


INT. CHEAP BAR -- COLUMBUS AVENUE IN THE SIXTIES -- EVEN-LNG

It is six o'clock, and the joint is crowded with customers
having one for the road before joining their families for
Christmas Eve. There are men with gaily wrapped packages,
small trussed-up Christmas trees, a plucked turkey in a
plastic bag. Written across the mirror behind the bar, in
glittering white letters, is HAPPY HOLIDAYS. Everybody is in
high spirits, laughing it up and toasting each other.

Everybody except Bud Baxter. He is standing at the bar in his
chesterfield and bowler, slightly isolated, brooding over an
almost empty martini glass. The bartender comes up, sets down
a fresh martini with an olive on a toothpick, takes his
payment from a pile of bills and coins lying in front of Bud.
Bud fishes out the olive, adds it to a half a dozen other
impaled olives neatly arranged in fan shape on the counter.
He is obviously trying to complete the circle.

A short, rotund man dressed as Santa Claus hurries in from
the street, and comes up to the bar beside Bud.

                    SANTA CLAUS
              (to bartender)
          Hey, Charlie -- give me a shot of
          bourbon -- and step on it -- my
          sleigh is double parked.

He laughs uproariously at his own joke, nudges Bud with his
elbow. Bud stares at him coldly, turns back to his martini.
The laughter dies in Santa Claus' throat. He gets his shot of
bourbon, moves down the bar to find more convivial company.

Standing near the end of the curved bar is a girl in her
middle twenties wearing a ratty fur coat.
                                                        72.


Her name is MARGIE MACDOUGALL, she is drinking a Rum Collins
through a straw, and she too is alone. From a distance, she
is studying Bud with interest. On the bar in front of her is
a container of straws in paper wrappers. She takes one of
them out, tears off the end of the paper, blows through the
straw -- sending the wrapper floating toward Bud. The paper
wrapper passes right in front of Bud's nose. He doesn't
notice it.

Margie, undaunted, lets go with another missile.

This time the wrapper lands on the brim of Bud's bowler. No
reaction. Another wrapper comes floating in, hits Bud's
cheek. He never takes his eye off his martini.

Margie leaves her place, and carrying her handbag and her
empty glass, comes up alongside Bud. Without a word, she
reaches up and removes the wrapper from Bud's bowler.

                    MARGIE
          You buy me a drink, I'll buy you
          some music.
              (sets the glass down)
          Rum Collins.

Not waiting for an answer, she heads for the juke box. Bud
looks after her noncommittally, then turns to the bartender.

                    BUD
          Rum Collins.
              (indicating martini glass)
          And another one of these little
          mothers.

At the juke box, Margie has dropped a coin in and made her
selection. The music starts -- ADESTE FIDELES. She rejoins
Bud at the bar just as the bartender is putting down their
drinks in front of them. Bud removes the new olive, adds it
to the pattern on the counter in front of him. They both
drink, staring straight ahead. For quite a while, there is
complete silence between them.

                    MARGIE
              (out of nowhere)
          You like Castro?
              (a blank look from Bud)
          I mean -- how do you feel about
          Castro?

                    BUD
          What is Castro?
                                                          73.



                    MARGIE
          You know, that big-shot down in
          Cuba -- with the crazy beard.

                    BUD
          What about him?

                    MARGIE
          Because as far as I'm concerned,
          he's a no-good fink. Two weeks ago
          I wrote him a letter -- never even
          answered me.

                     BUD
          That so.

                    MARGIE
          All I wanted him to do was let
          Mickey out for Christmas.

                    BUD
          Who is Mickey?

                    MARGIE
          My husband. He's in Havana -- in
          jail.

                    BUD
          Oh. Mixed up in that revolution?

                    MARGIE
          Mickey? He wouldn't do nothing like
          that. He's a jockey. They caught
          him doping a horse.

                    BUD
          Well, you can't win ‘em all.

They sit there silently for a moment, contemplating the
injustices of the world.

                     MARGIE
              (to herself)
          'Twas the night before Christmas
          And all through the house
          Not a creature was stirring --
          Nothing --
          No action --
          Dullsville!
              (drinks; to Bud)
          You married?
                                                        74.



                    BUD
          No.

                    MARGIE
          Family?

                    BUD
          No.

                     MARGIE
          A night like this, it sort of
          spooks you to walk into an empty
          apartment.

                    BUD
          I said I had no family -- I didn't
          say I had an empty apartment.

They both drink.


INT. BUD'S APARTMENT -- EVENING

The living room is dark, except for a shaft of light from the
kitchen, and the glow of the colored bulbs on a small
Christmas tree in front of the phony fireplace.

Hunched up in one corner of the couch is Fran, still in her
coat and gloves, crying softly. Pacing up and down is
Sheldrake. His coat and hat are, on a chair, as are several
Christmas packages. On the coffee table are an unopened
bottle of Scotch, a couple of untouched glasses, and a bowl
of melting ice.

                    SHELDRAKE
              (stops and faces Fran)
          Come on, Fran -- don't be like
          that. You just going to sit there
          and keep bawling?
              (no answer)
          You won't talk to me, you won't
          tell me what's wrong --
              (new approach)
          Look, I know you think I'm stalling
          you. But when you've been married
          to a woman for twelve years, you
          don't just sit down at the
          breakfast table and say "Pass the
          sugar -- and I want a divorce."
          It's not that easy.
              (he resumes pacing; Fran
               continues crying)
          Anyway, this is the wrong time.
                    (MORE)
                                       75.
           SHELDRAKE(cont'd)
The kids are home from school -- my
in-laws are visiting for the
holidays -- I can't bring it up
now.
     (stops in front of her)
This isn't like you, Fran you were
always such a good sport such fun
to be with --


          FRAN
    (through tears)
Yeah -- that's me. The Happy Idiot -
- a million laughs.

          SHELDRAKE
Well, that's more like it. At least
you're speaking to me.

          FRAN
Funny thing happened to me at the
office party today -- I ran into
your secretary -- Miss Olsen. You
know -- ring-a-ding-ding? I laughed
so much I like to died.

          SHELDRAKE
Is that what's been bothering you --
Miss Olsen? That's ancient
history'.

          FRAN
I was never very good at history.
Let me see -- there was Miss Olsen,
and then there was Miss Rossi --
no, she came before -- it was Miss
Koch who came after Miss Olsen -

          SHELDRAKE
Now, Fran --

          FRAN
And just think -- right now there's
some lucky girl in the building
who's going to come after me --

          SHELDRAKE
Okay, okay, Fran. I deserve that.
But just ask yourself -- why does a
man run around with a lot of girls?
Because he's unhappy at home --
because he's lonely, that's why --
all that was before you, Fran --
I've stopped running.
                                                        76.



Fran has taken a handkerchief out of her bag and is dabbing
her eyes.

                    FRAN
          How could I be so stupid? You'd
          think I would have learned by now --
          when you're in love with a married
          man, you shouldn't wear mascara.

                     SHELDRAKE
          It's Christmas Eve, Fran -- let's
          not fight.

                    FRAN
          Merry Christmas.

She hands him a flat, wrapped package.

                    SHELDRAKE
          What is it?

He strips away the wrapping to reveal a long-playing record.
The cover reads: RICKSHAW BOY - Jimmy Lee Kiang with
Orchestra.

                    SHELDRAKE
          Oh. Our friend from the Chinese
          restaurant. Thanks, Fran. We better
          keep it here.

                    FRAN
          Yeah, we better.

                    SHELDRAKE
          I have a present for you. I didn't
          quite know what to get you --
          anyway it's a little awkward for
          me, shopping --
              (he has taken out a money
               clip, detaches a bill)
          -- so here's a hundred dollars --
          go out and buy yourself something.

He holds the money out, but she doesn't move. Sheldrake slips
the bill into her open bag.

                    SHELDRAKE
          They have some nice alligator bags
          at Bergdorf's --

Fran gets up slowly and starts peeling off her gloves.
Sheldrake looks at her, then glances nervously at his wrist
watch.
                                                        77.



                    SHELDRAKE
          Fran, it's a quarter to seven --
          and I mustn't miss the train -- if
          we hadn't wasted all that time -- I
          have to get home and trim the tree -

Fran has started to remove her coat.

                    FRAN
          Okay.
              (shrugs the coat back on)
          I just thought as long as it was
          paid for --

                    SHELDRAKE
              (an angry step toward her)
          Don't ever talk like that, Fran!
          Don't make yourself out to be
          cheap.

                    FRAN
          A hundred dollars? I wouldn't call
          that cheap. And you must be paying
          somebody something for the use of
          the apartment --

                    SHELDRAKE
              (grabbing her arms)
          Stop that, Fran.

                    FRAN
              (quietly)
          You'll miss your train, Jeff.

Sheldrake hurriedly puts on his hat and coat, gathers up his
packages.

                    SHELDRAKE
          Coming?

                    FRAN
          You run along -- I want to fix my
          face.

                    SHELDRAKE
              (heading for the door)
          Don't forget to kill the lights.
          See you Monday.

                    FRAN
          Sure. Monday and Thursday -- and
          Monday again -- and Thursday again -
          -
                                                        78.



                    SHELDRAKE
              (that stops him in the
               half-open door)
          It won't always be like this.
              (coming back)
          I love you, Fran.

Holding the packages to one side, he tries to kiss her on the
mouth.

                    FRAN
              (turning her head)
          Careful -- lipstick.

He kisses her on the cheek, hurries out of the apartment,
closing the door. Fran stands there for a while, blinking
back tears, then takes the long-playing record out of its
envelope, crosses to the phonograph. She puts the record on,
starts the machine -the music is JEALOUS LOVER. As it plays,
Fran wanders aimlessly around the darkened room, her body
wracked by sobs. Finally she regains control of herself, and
picking up her handbag, starts through the bedroom toward the
bathroom.

In the bathroom, Fran switches on the light, puts her bag on
the sink, turns on the faucet. Scooping up some water, she
washes the smeared mascara away, then turns the faucet off,
picks up a towel. As she is drying her face, she notices in
the pull-away shaving mirror the magnified reflection of a
vial of pills on the medicine shelf. Fran reaches out for the
vial, turns it slowly around in her hand. The label reads:
SECONAL - ONE AT BEDTIME AS NEEDED FOR SLEEP.

Fran studies the label for a second, then returns the vial to
the shelf. She opens her handbag, takes out a lipstick. As
she does so, she sees the hundred dollar bill Sheldrake left
in the bag. Her eyes wander back to the vial on the medicine
shelf. Then very deliberately she picks up Bud's mouthwash
glass, removes the two toothbrushes from it, turns on the
faucet, starts filling the glass with water.

                                             DISSOLVE TO:


INT. CHEAP BAR -- COLUMBUS AVENUE -- NIGHT

The joint is deserted now except for the Santa Claus, who is
leaning against the bar, quite loaded, and Bud and Margie
MacDougall, who are dancing to a slow blues coming from the
juke box. Bud is still in his overcoat and bowler, and Margie
is wearing her fur coat. The bartender is sweeping up the
place.
                                                          79.



                    BARTENDER
              (to Santa Claus)
          Drink up, Pop. It's closing time.

                    SANTA CLAUS
          But it's early, Charlie.

                    BARTENDER
          Don't you know what night this is?

                    SANTA CLAUS
          I know, Charlie. I know. I work for
          the outfit.

He polishes off his drink, walks out unsteadily. The
bartender approaches the dancers.

                    BARTENDER
          Hey, knock it off, will you? Go
          home.

Bud and Margie   ignore him, continue dancing -- or rather
swaying limply   cheek-to-cheek. The bartender crosses to the
jukebox, pulls   the plug out. The music stops, but not Bud and
Margie -- they   continue dancing.

                    BARTENDER
          O-U-T -- out!

He goes to the front of the bar, starts to extinguish the
lights. Margie picks up her handbag from the bar, and Bud
downs the remains of his drink.

                    MARGIE
          Where do we go -- my place or
          yours?
              (peering at his watch)
          Might as well go to mine --
          everybody else does.

He leads her through the dark bar toward the entrance. The
bartender holds the door open for them as they go out.

                                                DISSOLVE TO:


EXT. BROWNSTONE HOUSE -- NIGHT

Bud and Margie come walking down the street. As they reach
the house, Bud starts up the steps, but Margie continues
along the sidewalk.
                                                           80.



                    MARGIE
          Poor Mickey -- when I think of him
          all by himself in that jail in
          Havana --
              (opening her handbag)
          -- want to see his picture?

                    BUD
              (from steps)
          Not particularly.

Margie, realizing her mistake, hurries back to join him.

                     MARGIE
          He's so cute -- five-foot-two --
          ninety-nine pounds... like a little
          chihuahua.

They pass through the front door into the vestibule.


INT. STAIRCASE -- BROWNSTONE HOUSE -- NIGHT

Bud and Margie are mounting the stairs toward the, apartment.

                    MARGIE
          Can I ask you a personal question?

                    BUD
          No.

                    MARGIE
          You got a girl-friend?

                    BUD
          She may be a girl -- but she's no
          friend of mine.

                    MARGIE
          Still stuck on her, huh.

                    BUD
          Stuck on her! Obviously, you don't
          know me very well.

                    MARGIE
          I don't know you at all.

                    BUD
          Permit me -- C. C. Baxter -- junior
          executive, Arthur Murray graduate,
          lover.
                                                        81.



                    MARGIE
          I'm Mrs. MacDougall -- Margie to
          you.

Bud has taken the key out of his pocket, opened the door to
his apartment.

                    BUD
          This way, Mrs. MacDougall.

He ushers her in.


INT. APARTMENT -- NIGHT

It is exactly the way we left it. There is no sign of Fran,
except for the gloves she dropped on the coffee table
earlier. Bud switches on the light, shuts the door.

                    MARGIE
              (looking around)
          Say, this is Snugsville.

                     BUD
              (helping her out of her
               coat)
          Mrs. MacDougall, I think it is only
          fair to warn you that you are now
          alone with a notorious sexpot.

                    MARGIE
              (a gleam)
          No kidding.

                    BUD
          Ask anybody around here. As a
          matter of fact, when it's time for
          me to go and I may go just like
          that --
              (snaps his fingers)
          I have promised my body to the
          Columbia Medical Center.

                    MARGIE
              (shuddering deliciously)
          Gee. Sort of gives you goose bumps
          just to think about it.

                    BUD
          Well, they haven't got me yet,
          baby. Dig up some ice from the
          kitchen and let's not waste any
          time -- preliminary-wise.
                                                           82.



                    MARGIE
          I'm with you, lover.

She takes the bowl of melted ice Bud has handed her,
disappears into the kitchen. As Bud starts to remove his
coat, he becomes aware of a scratching noise from the
phonograph. He crosses to it, sees that the needle is stuck
in the last groove of a long-playing record.

Bud lifts the record off, examines it curiously, then puts it
aside and substitutes the cha-cha record. As the music
starts, he dances over to the coat-rack beside the door,
hangs up his chesterfield and bowler. He turns back into the
room, still dancing, suddenly spots Fran's gloves on the
coffee table.

He picks up the gloves, looks around for some convenient
place to get rid of them. Moving over to the bedroom door, he
opens it, tosses the gloves toward the bed inside. He shuts
the door, starts to turn away, freezes in a delayed reaction
to something he saw inside. He quickly opens the door again,
looks.

Sprawled across the bed, on top of the bedspread, is Fran.
The light from the bathroom falls across her. She is fully
dressed, still in her coat, and apparently asleep.

Bud steps into the bedroom, closing the door behind him,
walks over to Fran.

                    BUD
          All right, Miss Kubelik -- get up.
          It's past checking-out time, and
          the hotel management would
          appreciate it if you would get the
          hell out of here.
              (Fran doesn't stir)
          Look, Miss Kubelik, I used to like
          you -- I used to like you a lot --
          but it's all over between us -- so
          beat it -- O-U-T -- out!
              (no reaction; he puts a
               hand on her shoulder,
               shakes her)
          Come on -- wake up!

She doesn't respond. But something falls out of her hand,
rolls across the bed. Bud picks it up, looks at it -- it is
his sleeping-pill vial, now uncapped and empty.

                    BUD
              (a hoarse whisper)
          Oh, my God.
                                                          83.



For a second he is paralyzed. Then he drops the vial, grabs
Fran, lifts her into a sitting position on the bed, shakes
her violently.

                    BUD
          Miss Kubelik! Miss Kubelik!

Fran's head droops to one side, like a rag doll's. Bud lets
go of her, rushes out.

In the living room, the phonograph is still cha-cha-ing away,
Bud dashes to the phone, picks it up. Then it occurs to him
that he doesn't know whom to call and he hangs up. Out of the
kitchen comes Margie, with a bowlful of ice cubes.

                    MARGIE
          I broke a nail trying to get the
          ice-tray out. You ought to buy
          yourself a new refrigerator.

Bud, not listening, runs past her to the hall door and out.

                    MARGIE
              (calling after him)
          I didn't mean right now.


INT. SECOND FLOOR LANDING -- NIGHT

Bud arrives at the door of the Dreyfuss apartment, starts
ringing the doorbell and pounding with his fist.

                    BUD
          Dr. Dreyfuss! Hey, Doc!

The door opens, and Dr. Dreyfuss stands there sleepily,
pulling on his beaten bathrobe.

                    BUD
              (words tumbling over each
               other)
          There's a girl in my place -- she
          took some sleeping pills -- you
          better come quick -- I can't wake
          her up.

                    DR. DREYFUSS
          Let me get my bag.

He disappears from the doorway.

                    BUD
          Hurry up, Doc.
                                                        84.



Bud turns and runs back into his apartment.


INT. APARTMENT -- NIGHT

Margie has settled herself comfortably on the couch, and is
fixing the drinks. The cha-cha music is still going. Bud
comes flying in, heads for the bedroom.

                    MARGIE
          Hey -- over here, lover.

Bud stops in his tracks, suddenly aware of her.

                    MARGIE
          What's all this running around?
          You're going to wear yourself out.

Bud strides over to her purposefully, yanks her up to her
feet.

                    MARGIE
          Not so rough, honey.

                    BUD
              (taking the glass out of
               her hand)
          Good night.

                    MARGIE
          Good night?

                    BUD
              (thrusting the fur coat at
               her)
          The party's over.

                    MARGIE
          What's the matter? Did I do
          something wrong?
              (easing her toward door)
          It's an emergency -- see you some
          other time.

Dr. Dreyfuss comes hurrying in, carrying his medical bag. He
stops, bewildered by the sound of music and the sight of a
wide-awake girl in the apartment.

                    BUD
          Not this one --
              (pointing to the bedroom)
          -- in there, Doc.
                                                        85.



Dr. Dreyfuss proceeds into the bedroom.

                    MARGIE
          Say, what's going on here, anyway?

                     BUD
          Nothing.
              (propelling her toward the
               door)
          Just clear out, will you?

                    MARGIE
              (pointing back)
          My shoes.

Bud reaches under the coffee table, where she left her shoes,
retrieves them.

                    MARGIE
              (bitterly)
          Some lover you are. Some sexpot!

Bud shoves the shoes at her, takes a bill out of his wallet,
hands it to her.

                    BUD
          Here -- find yourself a phone booth
          and call your husband in Havana.

                    MARGIE
          You bet I will. And when I tell him
          how you treated me, he'll push your
          face in.
              (he shoves her through the
               open door)
          You fink!

Bud slams the door shut, starts toward the bedroom. Halfway
there, he becomes aware that the cha-cha record is still on.
He detours to the phonograph, switches, it off, continues
into the bedroom.

In the bedroom, the overhead light is on, and Dr. Dreyfuss is
working on the unconscious Fran. He has removed her coat, and
is shining a flashlight into her eyes, examining her pupils.
Bud approaches the bed worriedly.

                    BUD
          She going to be all right, Doc?

                    DR. DREYFUSS
          How many pills were in that bottle?
                                                         86.



                    BUD
          It was half-full -- about a dozen
          or so. You going to have to take
          her to the hospital?

Dr. Dreyfuss ignores him. Out of his medical bag, he takes a
stomach tube with a rubber funnel at the end. Then he starts
to lift Fran off the bed.

                    DR. DREYFUSS
          Help me, will you?

Between them, they get Fran into an upright position.

                    DR. DREYFUSS
          Into the bathroom.

They half-carry, half-drag Fran's limp form toward the
bathroom.

                    BUD
          What are you going to do, Doc?

                    DR. DREYFUSS
          Get that stuff out of her stomach --
          if it isn't too late. You better
          put some coffee on -- and pray.

Bud starts away as Dr. Dreyfuss takes Fran into the bathroom.

Bud loses no time getting into the kitchen. He fills an
aluminum kettle with water, strikes a match, lights the gas
burner, puts the kettle on. Then he takes a Jar of instant
coffee and a chipped coffee mug out of the cupboard, shakes
an excessive portion of coffee into the mug, sticks a spoon
in it. He watches the kettle for a moment, mops his brow with
a handkerchief, then starts back toward the bedroom.

Bud crosses the bedroom to the half-open door of the
bathroom, looks in anxiously. From inside come the sounds of
a coughing spasm and running water. Bud turns away, undoes
his tie and collar, paces the bedroom floor. Something on the
night table attracts his attention -- resting against the
base of the lamp is a sealed envelope. Bud picks it up -- on
it, in Fran's handwriting, is one word, JEFF. He turns the
letter over in his hand, trying to decide what to do with it.

Dr. Dreyfuss emerges from the bathroom, carrying a pale,
still unconscious Fran. Bud quickly conceals the suicide note
behind his back.

                    DR. DREYFUSS
          Bring my bag.
                                                         87.



He lugs Fran into the living room. Bud stashes the letter in
his back pocket, picks up the medical bag, follows them.

In the living room, Dr. Dreyfuss lowers Fran into a chair.
Her chin falls to her chest. Dreyfuss takes the bag from Bud,
fishes out a hypodermic syringe, draws 2 cc's from a bottle
of picrotoxin.

                    DR. DREYFUSS
          Roll up her right sleeve.

Bud does so. Dr. Dreyfuss hands the hypodermic to Bud,
searches for a spot for the injection.

                    DR. DREYFUSS
          Nice veins.

He swabs the spot with alcohol, takes the hypodermic back
from Bud.

                    DR. DREYFUSS
          Want to tell me what happened?

                     BUD
          I don't know -- I mean -- I wasn't
          here you see -- we had some words
          earlier nothing serious, really --
          what you might call a lovers'
          quarrel --

                    DR. DREYFUSS
              (making off-scene
               injection)
          So you went right out and picked
          yourself up another dame.

                    BUD
          Something like that.

                    DR. DREYFUSS
          You know, Baxter, you're a real
          cutie-pie -- yes, you are.

Bud just stands there, taking it. Fran stirs slightly, and
from her parched lips comes a low moan. Dr. Dreyfuss grabs
her by the hair, lifts her head up.

                    DR. DREYFUSS
          If you'd come home half an hour
          later, you would have had quite a
          Christmas present.
                                                          88.



With his free hand, Dr. Dreyfuss slaps Fran viciously across
the face. Bud winces. Dreyfuss, still holding Fran by the
hair, takes a box of ammonia ampules out of his bag. He
crushes one of the ampules in his hand, passes it under her
nose. Fran tries to turn her head away. Dreyfuss slaps her
again, hard, crushes another ampule, repeats the process.

Bud is watching tensely. From the kitchen comes the whistle
of the boiling kettle, but Bud pays no attention.

                    DR. DREYFUSS
          Get the coffee.

Bud hurries into the kitchen. He turns off the gas, pours the
boiling water into the mug with the instant coffee, stirs it.
From off, come the sounds of more slapping and some moaning.
Bud carries the coffee out.

In the living room, Dr. Dreyfuss is working another ammonia
ampule under Fran's nose. Her eyes start fluttering. Dreyfuss
takes the coffee mug from Bud, forces it between Fran's lips,
pours coffee into her mouth. Fran resists instinctively, half
the coffee dribbling over her chin and dress, but Dr.
Dreyfuss keeps at it.

                    DR. DREYFUSS
          Let's get some air in here. Open
          the windows.

Bud complies promptly -- pulls up the shades, opens the
windows wide.

                     DR. DREYFUSS
              (putting the empty mug
               down)
          What's her name?

                    BUD
          Miss Kubelik -- Fran.

                    DR. DREYFUSS
              (to Fran, slowly)
          Fran, I'm a doctor. I'm here
          because you took too many sleeping
          pills. Do you understand what I'm
          saying?
              (Fran mutters something)
          Fran, I'm Dr. Dreyfuss. I'm here to
          help you. You took all those
          sleeping pills -- remember?
                                             89.



                    FRAN
              (mumbling groggily)
          Sleeping pills.

                    DR. DREYFUSS
          That's right, Fran. And I'm a
          doctor.

                      FRAN
          Doctor.

                    DR. DREYFUSS
          Dr. Dreyfuss.

                      FRAN
          Dreyfuss.

                    DR. DREYFUSS
              (to Bud)
          Get more coffee.

Bud picks up the mug, leaves.

                    DR. DREYFUSS
              (to Fran)
          Tell me again -- what's my name?

                    FRAN
          Dr. Dreyfuss.

                    DR. DREYFUSS
          And what happened to you?

                    FRAN
          I took sleeping pills.

                    DR. DREYFUSS
          Do you know where you are, Fran?

                      FRAN
                (looking around blankly)
          No.

                    DR. DREYFUSS
          Yes, you do. Now concentrate.

                    FRAN
          I don't know.

Bud is coming back with the coffee.
                                                        90.



                    DR. DREYFUSS
              (pointing to Bud)
          Do you know who this is?
              (Fran tries to focus)
          Look at him.

                    FRAN
          Mr. Baxter -- nineteenth floor.

                    BUD
          Hello, Miss Kubelik.

                    DR. DREYFUSS
              (to Bud)
          Mister -- Miss -- such politeness!

                    BUD
              (to Dr. Dreyfuss,
               discreetly)
          Well -- we work in the same
          building -- and we try to keep it
          quiet --

                    FRAN
              (to Bud, puzzled)
          What are you doing here?

Bud throws Dr. Dreyfuss a look, as if to say that Fran's mind
still wasn't functioning properly.

                    BUD
              (to Fran)
          Don't you remember? We were at the
          office party together --

                    FRAN
          Oh, yes -- office party -- Miss
          Olsen --

                    BUD
          That's right.
              (to Dr. Dreyfuss;
               improvising rapidly)
          I told you we had a fight -- that's
          what it was about -- Miss Olsen you
          know -- that other girl you saw --

                    FRAN
              (still trying to figure
               out Bud's presence)
          I don't understand --
                                                        91.



                    BUD
          It's not important, Fran -- the
          main thing is that I got here in
          time -- and you're going to be all
          right --
              (to Dr. Dreyfuss)
          -- isn't she, Doc?

                    FRAN
              (closing her eyes)
          I'm so tired --

                    DR. DREYFUSS
          Here -- drink this.

He forces her to swallow some coffee.

                    FRAN
              (pushing the mug away)
          Please -- just let me sleep.

                    DR. DREYFUSS
          You can't sleep.
              (shaking her)
          Come on, Fran -- open your eyes.
              (to Bud)
          Let's get her walking. We've got to
          keep her awake for the next, couple
          of hours.

They lift her from the chair, and each draping one of her
arms over his shoulder, they start to walk her up and down
the room.

                    DR. DREYFUSS
              (urging Fran on)
          Now walk, Fran. One, two, three,
          four -- one, two, three, four --
          that's the idea -- left, right,
          left, right -- now we turn -- one,
          two, three, four --

At first, Fran's feet just drag along the floor between them.
But gradually, as Dr. Dreyfuss' voice continues droning
hypnotically, she falls into the rhythm of it, repeating the
words after him and ratting her weight on her feet.
                                                          92.



                    DR. DREYFUSS
          Left, right, left, right -- walk,
          walk, walk -- one, two, three, four
          -- turn -left, right, left, right --
          now you got it --

                                                DISSOLVE TO:


INT. THE APARTMENT -- DAWN

Through the bedroom window comes the first faint light of
dawn. Fran has been put to bed by an exhausted Dr. Dreyfuss.
She is in her slip, and Dreyfuss is just drawing the blanket
over her. Her eyes are closed, and she is moaning fitfully.
Watching from the doorway is Bud, in shirtsleeves now, weary
and dishevelled.

                    DR. DREYFUSS
          She'll sleep on and off for the
          next twenty-four hours. Of course,
          she'll have a dandy hangover when
          she wakes up --

                    BUD
          Just as long as she's okay.

                    DR. DREYFUSS
              (massaging his calves)
          These cases are harder on the
          doctor than on the patient. I ought
          to charge you by the mile.

They have now moved out into the living room, where the
overhead light and the Christmas tree bulbs are still on.

                    DR. DREYFUSS
          Any of that coffee left?

                    BUD
          Sure.

He goes into the kitchen. Dr. Dreyfuss takes a small notebook
with a fountain pen clipped to it out of his bag, sinks down
on the couch.

                    DR. DREYFUSS
          How do you spell her last name?

                    BUD
              (from kitchen)
          Kubelik -- with two k’s.
                                                        93.



                    DR. DREYFUSS
          What's her address?
              (no answer from Bud)
          Where does she live?

Bud appears from the kitchen, stirring the coffee powder in a
cup of hot water.

                    BUD
              (apprehensive)
          Why do you want to know, Doc? You
          don't have to report this, do you?

                    DR. DREYFUSS
          It's regulations.

                    BUD
              (setting the coffee down)
          She didn't mean it, Doc -- it was
          an accident she had a little too
          much to drink and she didn't know
          what she was doing there was no
          suicide note or anything -- believe
          me, Doc, I'm not thinking about
          myself --

                    DR. DREYFUSS
              (sipping the hot coffee)
          Aren't you?

                    BUD
          It's just that she's got a family --
          and there's the people in the
          office -- look, Doc, can't you
          forget you're a doctor -- let's
          just say you're here as a neighbor -
          -

                    DR. DREYFUSS
              (a long look at Bud)
          Well, as a doctor, I guess I can't
          prove it wasn't an accident.
              (closes notebook) )
          But as your neighbor, I'd like to
          kick your keester clear around the
          block.
              (indicating coffee)
          Mind if I cool this off?

He uncaps the bottle of Scotch, pours a large slug into his
coffee.
                                                           94.



                     BUD
           Help yourself.

                     DR. DREYFUSS
               (taking a big gulp of the
                spiked coffee)
           I don't know what you did to that
           girl in there -- and don't tell me -
           - but it was bound to happen, the
           way you carry on. Live now, pay
           later. Diner's Club!
               (another swig)
           Why don't you grow up, Baxter? Be a
           mensch! You know what that means?

                     BUD
           I'm not sure.

                     DR. DREYFUSS
           A mensch -- a human being! So you
           got off easy this time -- so you
           were lucky --

                     BUD
           Yeah, wasn't I?

                     DR. DREYFUSS
               (finishing coffee)
           But you're not out of the woods
           yet, Baxter -- because most of them
           try it again!
               (picks up bag, starts
                toward door)
           You know where I am if you need me.

He walks out, closing the door after him. Bud dejectedly
turns off the overhead light, kicks out the plug of the
Christmas tree lights, trudges into the bedroom.

Fran is fast asleep. Bud picks up her dress, gets a hanger,
drapes the dress over it, hangs it from the door. An early
morning chill has invaded the room, and Bud switches on the
electric blanket to keep Fran warm. Then he slumps into a
chair beside the bed, looks at Fran compassionately. The
light on the dial of the electric blanket glows in the
grayish room. Bud just sits there, watching Fran.

                                                  FADE OUT:

FADE IN:
                                                        95.




INT. STAIRCASE -- BROWNSTONE HOUSE -- DAY

Mrs. Lieberman, followed by her dog, is climbing the stairs
to Bud's apartment, puffing asthmatically. She seems quite
angry as she arrives at the door and rings the bell. There is
no answer. She starts knocking impatiently.

                    MRS. LIEBERMAN
          Mr. Baxter. Open up already!

Finally the door opens a crack, and Bud peers out. He looks
like a man who has slept in his clothes -- rumpled, bleary-
eyed, unshaven.

                    BUD
          Oh -- Mrs. Lieberman.

                    MRS. LIEBERMAN
          So who did you think it was -- Kris
          Kringle? What was going on here
          last night?

                    BUD
          Last night?

                    MRS. LIEBERMAN
          All that marching -- tramp, tramp,
          tramp -- you were having army
          maneuvers maybe?

                    BUD
          I'm sorry, Mrs. Lieberman -- and
          I'll never invite those people
          again.

                    MRS. LIEBERMAN
          What you get from renting to
          bachelors. All night I didn't sleep
          ten minutes -- and I'm sure you
          woke up Dr. Dreyfuss.

                    BUD
          Don't worry about Dr. Dreyfuss -- I
          happen to know he was out on a
          case.

                    MRS. LIEBERMAN
          I'm warning you, Mr. Baxter -- this
          is a respectable house, not a honky-
          tonky.
              (to the dog)
          Come on, Oscar.
                                                        96.



Bud watches her start down the stairs with the dog, withdraws
into the apartment.


INT. THE APARTMENT -- DAY

Bud closes the door, crosses toward the bedroom, looks
inside. Fran is asleep under the electric blanket, breathing
evenly. He tries to shut the bedroom door, but it won't close
completely because Fran's dress, on a hanger, is hooked over
the top. He goes to the phone, picks it up, dials the
operator.

                    BUD
              (his voice low)
          Operator, I want White Plains, New
          York -- Mr. J. D. Sheldrake --
              (an added thought)
          -- make it person to person.


INT. LIVING ROOM -- SHELDRAKE HOUSE -- DAY

The decor is split-level Early American. There is a huge
Christmas tree and a jumble of presents, open gift boxes, and
discarded wrappings.

Sheldrake and his two sons, TOMMY and JEFF JR., are squatting
on the floor, testing a Cape Canaveral set the kids got for
Christmas. Sheldrake is in a brand new dressing gown, with a
manufacturer's tag still dangling from it, and the boys are
in pajamas and astronaut's helmets. As for the Cape Canaveral
set, it is a miniature layout of block-houses, launching
pads, and assorted space-missiles. Tommy has his finger on
the button controlling one of the rockets.

                    SHELDRAKE
              (counting down)
          7-6-5-4-3-2-1 -- let her rip!

Tommy presses the button, and a spring sends the rocket
toward the ceiling. Just then, the phone in the entrance hall
starts ringing.

                    JEFF JR.
          I'll get it.

He hurries to the phone.

                    TOMMY
          Hey, Dad -- why don't we put a fly
          in the nose cone and see if we can
          bring it back alive?
                                                        97.



                    SHELDRAKE
          It's a thought.

                    TOMMY
          Maybe we should send up two flies --
          and see if they'll propagate in
          orbit.

                    SHELDRAKE
          See if they'll what?

                    TOMMY
          Propagate -- you know, multiply --
          baby flies?

                      SHELDRAKE
          Oh -- oh!

                    JEFF JR.
              (coming back from the
               phone)
          It's for you, Dad. A Mr. Baxter.

                    SHELDRAKE
              (getting up)
          Baxter?

                    JEFF JR.
          Person to person.

Sheldrake heads quickly for the phone.

                    TOMMY
              (to Jeff Jr.)
          Come on -- help me round up some
          flies.

In the entrance hall, Sheldrake picks up the phone, turns his
back toward the living room, speaks in a low voice.

                    SHELDRAKE
          Hello? -- yes -- what's on your
          mind, Baxter?
                                                        98.




BUD -- ON PHONE

                    BUD
          I hate to disturb you, but
          something came up -- it's rather
          important -- and I think it would
          be a good idea if you could see me -
          - at the apartment -- as soon as
          possible.


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          You're not making sense, Baxter.
          What's this all about?


BUD -- ON PHONE

                    BUD
          I didn't want to tell you over the
          phone but that certain party -- you
          know who I mean -- I found her here
          last night -she had taken an
          overdose,of sleeping pills.


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          What?

From the stairway beyond him comes:

                    MRS. SHELDRAKE (O.S.)
          What is it, Jeff? Who's on the
          phone?

Sheldrake turns from the phone. Halfway down the stairs is
Mrs. Sheldrake, in a quilted house robe.

                    SHELDRAKE
              (a nice recovery)
          One of our employees had an
          accident -- I don't know why they
          bother me with these things on
          Christmas Day.
              (into phone)
          Yes, Baxter -- just how serious is
          it?
                                                        99.



Out of the corner of his eye, he watches Mrs. Sheldrake come
down the stairs, pass behind him on the way to the living
room.


BUD -- ON PHONE

                    BUD
          Well, it was touch and go there for
          a while -- but she's sleeping it
          off now.

He glances through the half-open door toward the sleeping
Fran.

                    BUD
          I thought maybe you'd like to be
          here when she wakes up.


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          That's impossible.
              (an apprehensive look
               toward the living room)
          You'll have to handle this
          situation yourself -- as a matter
          of fact, I'm counting on you --


INT. THE APARTMENT -- DAY

                    BUD
              (into phone)
          Yes, sir -- I understand.
              (taking Fran's letter out
               of his pocket)
          She left a note -- you want me to
          open it and read it to you?
              (a beat)
          Well, it was just a suggestion --
          no, you don't have to worry about
          that, Mr. Sheldrake -- I kept your
          name out of it -- so there'll be no
          trouble, police-wise or newspaper-
          wise --

As Bud continues talking on the phone, Fran, in the bedroom,
opens her eyes, looks around vaguely, trying to figure out
where she is. She sits up in bed, winces, holds her head in
her hands -- she has a fierce hangover.
                                                       100.



                    BUD
              (into phone)
          -- you see, the doctor, he's a
          friend of mine -- we were very
          lucky in that respect -- actually,
          he thinks she's my girl -- no, he
          just jumped to the conclusion --
          around here, I'm known as quite a
          ladies' man --

In the bedroom Fran, becoming aware of Bud's voice, crawls
out of bed and holding on to the furniture, moves unsteadily
toward the living room door.

                    BUD
              (into phone)
          -- of course, we're not out of the
          woods yet -- sometimes they try it
          again -- yes sir, I'll do my best --
          it looks like it'll be a couple of
          days before she's fully recovered,
          and I may have a little problem
          with the landlady --

Behind him, Fran appears in the bedroom doorway, barefooted
and in her slip. She leans groggily against the door post,
trying t o focus on Bud and to concentrate on what he's
saying.

                     BUD
              (into phone)
          -- all right, Mr. Sheldrake, I'll
          keep her in my apartment as long as
          I can -- any sort of message you
          want me to give her? -- well, I'll
          think of something -- goodbye, Mr.
          Sheldrake.

He hangs up the phone slowly.

                     FRAN
              (weakly)
          I'm sorry.

Bud turns around, sees her standing there on rubbery legs.

                    FRAN
          I'm sorry, Mr. Baxter.

                    BUD
          Miss Kubelik --
              (hurries toward her)
          -- you shouldn't be out of bed.
                                                 101.



                    FRAN
          I didn't know -- I had no idea this
          was your apartment --

                    BUD
              (putting his arm around
               her)
          Let me help you.

He leads her back into the bedroom.

                    FRAN
          I'm so ashamed. Why didn't you just
          let me die?

                    BUD
          What kind of talk is that?
              (he lowers her into the
               bed)
          So you got a little over-emotional -
          - but you're fine now.

                    FRAN
              (a groan)
          My head -- it feels like a big wad
          of chewing gum. What time is it?

                    BUD
          Two o'clock.

                    FRAN
              (struggling to her feet)
          Where's my dress? I have to go
          home.

Her knees buckle. Bud catches her.

                    BUD
          You're in no condition to go
          anywhere except back to bed.

                    FRAN
          You don't want me here --

                    BUD
          Sure I do. It's always nice to have
          company for Christmas.

He tries to put her back to bed. Fran resists.

                    BUD
          Miss Kubelik, I'm stronger than you
          are --
                                                          102.



                    FRAN
          I just want to go brush my teeth --

                    BUD
          Oh -- of course. I think there's a
          new toothbrush somewhere.

He crosses to the bathroom, takes a plaid robe off the hook
on the back of the door, hands it to Fran.

                    BUD
          Here -- put this on.

In the bathroom, he finds an unused toothbrush in a plastic
container. His eyes fall on his safety razor. With a glance
toward the bedroom, he unscrews the razor, removes the blade,
drops it in his shirt pocket. Then he empties the blades from
the dispenser, puts those in his pocket. Now he notices a
bottle of iodine on the medicine shelf, stashes that in
another pocket, just as Fran appears in the doorway wearing
the robe.

                    BUD
              (handing her the
               toothbrush)
          Here. How about some breakfast?

                    FRAN
          No -- I don't want anything.

                    BUD
          I'll fix you some coffee.

He crosses the bedroom, heading for the kitchen, stops.

                    BUD
          Oh -- we're all out of coffee --
          you had quite a lot of it last
          night --

He thinks for a moment, hurries toward the hall door.


INT. SECOND FLOOR LANDING -- DAY

Bud comes out of his apartment, leaving the door half open,
heads for the Dreyfuss apartment. He rings the bell, peers
down over the banister to make sure Mrs. Lieberman isn't
snooping around. Mrs. Dreyfuss opens the door.
                                                         103.



                    BUD
          Mrs. Dreyfuss, can I borrow some
          coffee -- and maybe an orange and a
          couple of eggs?


                    MRS. DREYFUSS
              (contemptuously)
          Eggs he asks me for. Oranges. What
          you need is a good horse-whipping.

                    BUD
          Ma'am?

                    MRS. DREYFUSS
          From me the doctor has no secrets.
          Poor girl -- how could you do a
          thing like that?

                    BUD
          I didn't really do anything --
          honest -- I mean, you take a girl
          out a couple of times a week --
          just for laughs -- and right away
          she thinks you're serious --
          marriage-wise.

                    MRS. DREYFUSS
          Big shot! For you, I wouldn't lift
          a finger -- but for her, I'll fix a
          little something to eat.

She slams the door in his face. Bud starts back to his
apartment.

INT. THE APARTMENT -- DAY

Fran enters shakily from the bedroom, looks around for the
phone, locates it, picks it up. As she starts dialing, Bud
comes in from the hall.

                    BUD
          Who are you calling, Miss Kubelik?

                    FRAN
          My sister -- she'll want to know
          what happened to me.

                    BUD
              (alarmed)
          Wait a minute -- let's talk this
          over first.
                    (MORE)
                                    104.
           BUD(cont'd)
     (hurries up to her, takes
      the receiver away)
Just what are you going to tell
her?

          FRAN
Well, I haven't figured it out,
exactly.

          BUD
You better figure it out --
exactly. Suppose she asks you why
you didn't come home last night?

          FRAN
I'll tell her I spent the night
with a friend.

          BUD
Who?

          FRAN
Someone from the office.

          BUD
And where are you now?

          FRAN
In his apartment.

          BUD
His apartment?

          FRAN
I mean -- her apartment.

          BUD
What's your friend's name?

          FRAN
Baxter.

          BUD
What's her first name?

           FRAN
Miss.
    (she is impressed with her
      own cleverness)

          BUD
When are you coming home?
                                                   105.



                    FRAN
          As soon as I can walk.

                    BUD
          Something wrong with your legs?

                    FRAN
          No -- it's my stomach.

                    BUD
          Your stomach?

                    FRAN
          They had to pump it out.

                    BUD
              (hanging up the phone)
          Miss Kubelik, I don't think you
          ought to call anybody -- not till
          that chewing gum is out of your
          head.
              (leads her into bedroom)

                    FRAN
          But they'll be worried about me --
          my brother-in-law may be calling
          the police --

                    BUD
          That's why we have to be careful --
          we don't want to involve anybody --
          after all, Mr. Sheldrake is a
          married man --

                    FRAN
          Thanks for reminding me.

She pulls away from him, starts to get into bed.

                    BUD
              (contritely)
          I didn't mean it that way -- I was
          just talking to him on the phone --
          he's very concerned about you.

                    FRAN
          He doesn't give a damn about me.

                    BUD
          Oh, you're wrong. He told me --
                                                       106.



                    FRAN
          He's a liar. But that's not the
          worst part of it -- the worst part
          is -- I still love him.

The doorbell rings.

                    BUD
          Must be Mrs. Dreyfuss --
              (starts into living room)
          -- remember the doctor -- from last
          night -- that's his wife.

He opens the hall door. Mrs. Dreyfuss brushes past him with a
tray full of food.

                    MRS. DREYFUSS
          So where is the victim?
              (Bud indicates the
               bedroom)
          Max the Knife!

She sweeps into the bedroom, Bud tagging along.

                    MRS. DREYFUSS
              (to Fran)
          Nu, little lady, how are we feeling
          today?

                    FRAN
          I don't know kind of dizzy.

                    MRS. DREYFUSS
          Here. The best thing for dizzy is a
          little noodle soup with chicken --
          white meat -- and a glass tea.

She sets the tray down on Fran's lap.

                    FRAN
          Thank you. I'm really not hungry.

                    MRS. DREYFUSS
          Go ahead! Eat! Enjoy!

She hands her the soup spoon, turns to Bud.

                    MRS. DREYFUSS
          You wouldn't have such a thing as a
          napkin, would you?

                    BUD
          Well, I have some paper towels --
                                                       107.



                    MRS. DREYFUSS
          Beatnik! Go to my kitchen -- third
          drawer, under the good silver,
          there is napkins.

                    BUD
          Yes, Mrs. Dreyfuss.

He starts out with a worried backward glance toward the two.
Fran is just sitting there, the spoon in her hand, not
touching the soup.

                    MRS. DREYFUSS
          So what are you waiting for -- a
          singing commercial?

                    FRAN
          I can't eat.

Mrs. Dreyfuss takes the spoon from her, starts to feed her.

                     MRS. DREYFUSS
          You must eat -- and you must get
          healthy -- and you must forget him.
          Such a fine boy he seemed when he
          first moved in here -- clean and
          cut -- a regular Ivy Leaguer. Turns
          out he is King Farouk. Mit the
          drinking -- mit the cha-cha -- mit
          the no napkins. A girl like you,
          for the rest of your life you want
          to cry in your noodle soup? Who
          needs it! You listen to me, you
          find yourself a nice, substantial
          man -- a widower maybe -- and
          settle down -- instead of nashing
          all those sleeping pills -- for
          what, for whom? -- for some Good
          Time Charlie?
              (sees Bud approaching with
                napkin)
          Sssh!

                    BUD
              (gaily)
          One napkin, coming up.
              (hands it to Fran)
          I wish we had some champagne to
          wrap it around.

                    MRS. DREYFUSS
              (to Fran)
          What did I tell you?
                                                       108.



                       BUD
                 (uncomfortable)
             Look, Mrs. Dreyfuss, you don't have
             to wait around. I'll wash the
             dishes and --

                       MRS. DREYFUSS
             You wash 'em, you break, 'em. I'll
             come back for them later.
                 (to Fran)
             If he makes trouble, give me a
             yell.

She exits.

                       FRAN
             She doesn't seem to like you very
             much.

                       BUD
             Oh, I don't mind. As a matter of
             fact, I'm sort of flattered -- that
             anybody should think a girl like
             you -- would do a thing like this --
             over a guy like me.

                       FRAN
                 (glancing at night table)
             Oh. Did you find something here --
             an envelope -- ?

                        BUD
             Yes, I've got it.
                 (takes envelope out of
                  back pocket)
             Don't you think we'd better destroy
             it? So it won't fall into the wrong
             hands -- ?

                        FRAN
             Open it.

Bud tears open the envelope, takes out Sheldrake's hundred
dollars.

                       BUD
             There's nothing here but a hundred
             dollar bill.

                       FRAN
             That's right. Will you see that Mr.
             Sheldrake gets it?
                                                       109.



                    BUD
              (shrugging)
          Sure.

He puts the money in his pocket.

                    FRAN
              (holding out tray)
          Here -- take this, will you?

Bud relieves her of the tray, sets it down.

                    BUD
          You want me to move the television
          set in here?
              (Fran shakes her head)
          You play gin rummy?

                    FRAN
          I'm not very good at it.

                    BUD
          I am. Let me get the cards.

                    FRAN
          You don't have to entertain me.

Bud opens the bureau drawer, takes out a deck of cards, a
score pad, and a pencil.

                    BUD
          Nothing I'd like better -- you know
          togetherness. Guess what I did last
          Christmas. Had an early dinner at
          the automat, then went to the zoo,
          then I came home and cleaned up
          after Mr. Eichelberger -- he had a
          little eggnog party here. I'm way
          ahead this year.

He pulls a chair up to the bed, starts to shuffle the cards.

                    BUD
          Three across, spades double, high
          deals.
              (they cut)
          Eight -- ten.
              (he starts to deal)

                    FRAN
              (pensively)
          I think I'm going to give it all
          up.
                                                       110.



                    BUD
          Give what up?

                    FRAN
          Why do people have to love people,
          anyway?

                    BUD
          Yeah -- I know what you mean.
              (flips over down card)
          Queen.

                    FRAN
          I don't want it.

                    BUD
          Pick a card.

She does, and they start playing.

                    FRAN
          What do you call it when somebody
          keeps getting smashed up in
          automobile accidents?

                    BUD
          A bad insurance risk?

                    FRAN
              (nodding)
          That's me with men. I've been
          jinxed from the word go -- first
          time I was ever kissed was in a
          cemetery.

                    BUD
          A cemetery?

                     FRAN
          I was fifteen -- we used to go
          there to smoke. His name was George
          -- he threw me over for a drum
          majorette.

                    BUD
          Gin.

He spreads his hand. Fran lays her cards down, and Bud adds
them up.
                                       111.



          BUD
Thirty-six and twenty-five --
that's sixty-one and two boxes.
    (enters score on pad)

          FRAN
I just have this talent for falling
in love with the wrong guy in the
wrong place at the wrong time.

          BUD
    (shuffling)
How many guys were there?

          FRAN
    (holding up four fingers)
Three. The last one was manager of
a finance company, back home in
Pittsburgh -- they found a little
shortage in his accounts, but he
asked me to wait for him -- he'll
be out in 1965.

             BUD
       (pushing the deck toward
        her)
Cut.

          FRAN
    (she does, and he starts
     dealing)
So I came to New York and moved in
with my sister and her husband --
he drives a cab. They sent me to
secretarial school, and I applied
for a job with Consolidated - but I
flunked the typing test --

             BUD
Too slow?

          FRAN
Oh, I can type up a storm, but I
can't spell. So they gave me a pair
of white gloves and stuck me in an
elevator -- that's how I met Jeff --
    (her eyes mist up, and she
     puts her cards down)
Oh, God, I'm so fouled up. What am
I going to do now?
                                                    112.



                    BUD
          You better win a hand -- you're on
          a blitz.

                    FRAN
          Was he really upset when you told
          him?

                    BUD
          Mr. Sheldrake? Oh, yes. Very.

                    FRAN
          Maybe he does love me -- only he
          doesn't have the nerve to tell his
          wife.

                    BUD
          I'm sure that's the explanation.

                    FRAN
          You really think so?

                    BUD
          No doubt about it.

                    FRAN
              (a thoughtful beat, then)
          Can I have that pad and the pencil?

                    BUD
              (handing her score pad and
               pencil)
          What for?

                     FRAN
          I'm going to write a letter to Mrs.
          Sheldrake.

                     BUD
          You are?

                    FRAN
          As one woman to another -- I'm sure
          she'll understand --

                    BUD
          Miss Kubelik, I don't think that's
          such a good idea.

He gently takes the pad and pencil away from her.

                     FRAN
          Why not?
                                                       113.



                    BUD
          Well, for one thing, you can't
          spell. And secondly -- if you did
          something like that -- you'd hate
          yourself.

                    FRAN
              (fighting back tears)
          I don't like myself very much
          anyway.

                    BUD
          Pick up your cards and let's go.

                    FRAN
          Do I have to?

                    BUD
          You bet. I got a terrific hand.

Fran, her eyes drooping sleepily, picks up her cards, makes a
discard.

                    BUD
          You sure you want to throw that
          card?

                    FRAN
          Sure.

                    BUD
          Gin.

He removes the cards from her hand, starts to add them up.

                    BUD
          Fifty-two and   twenty-five -- that's
          seventy-seven   -- spades is double --
          a hundred and   fifty-four -- and
          four boxes --   you're blitzed in two
          games.

He enters the score on the pad. As he starts to shuffle
again, he notices that Fran has slid down on the pillow, and
that her eyes are closed -- she is asleep.

Bud rises, adjusts the blanket over her. He stands there
looking at her for a moment, runs his hand over his chin.
Realizing he needs a shave, he crosses to the bathroom.

In the bathroom, Bud washes his face, squirts some shaving
cream into his hand, starts to apply it.
                                                       114.




EXT. BROWNSTONE HOUSE -- DAY

A Volkswagen draws up to the curb in front of the house.
Kirkeby gets out on the street side, Sylvia squeezes herself
out through the other door. Kirkeby raises the front hood of
the Volkswagen, reaches into the luggage compartment, takes
out a cardboard bucket with a bottle of champagne on ice.
Together, he and Sylvia start up the steps of the house,
Sylvia already cha-cha-ing in anticipation.


INT. APARTMENT -- DAY

In the bathroom, Bud has just finished lathering his face
when the doorbell rings. He starts into the bedroom.

                    BUD
              (muttering to himself)
          All right -- all right, Mrs.
          Dreyfuss.

He glances at the sleeping Fran, picks up the tray, carries
it into the living room, pulling the bedroom door closed
behind him. But it doesn't shut completely, because of Fran's
dress hooked over the top.

Bud crosses to the hall door, opens it. Outside are Kirkeby,
with the champagne bucket, and Sylvia.

                    KIRKEBY
          Hi, Baxter.

                    BUD
              (blocking the door)
          What do you want?

                    KIRKEBY
          What do I -- ?
              (to Sylvia)
          Just a minute.

He pushes his way into the apartment past Bud.

                    BUD
          You can't come in.

                    KIRKEBY
              (closing the door behind
               him)
          What's the matter with you, Buddy-
          boy? I made a reservation for four
          o'clock, remember?
                                                       115.



He heads for the coffee table, sets -the champagne down. Bud
shoots a quick glance toward the bedroom door, gets rid of
the tray.

                    BUD
          Look, you can't stay here. Just
          take your champagne and go.

                    KIRKEBY
          Baxter, I don't want to pull rank
          on you -- but I told the lady it
          was all set -- you want to make a
          liar out of me?

                    BUD
          Are you going to leave, Mr.
          Kirkeby, or do I have to throw you
          out?

As Bud spins him around, Kirkeby notices the dress on the
bedroom door.

                     KIRKEBY
          Buddy-boy, why didn't you say so?
               (indicating dress)
          You got yourself a little playmate,
          huh?

                    BUD
          Now will you get out?

INT. SECOND FLOOR LANDING -- DAY

Outside the door of Bud's apartment, Sylvia is cha-cha-ing
impatiently. Up the stairs comes Dr. Dreyfuss, in his
overcoat and carrying his medical bag.

                    SYLVIA
              (knocking on the door)
          Hey, come on, what are we waiting
          for? Open up, will you?

She continues cha-cha-ing. Dr. Dreyfuss has unlocked the door
to his apartment, and is watching Sylvia, appalled by the
fact that Baxter seems to be at it again. He starts inside.

                    DR. DREYFUSS
              (calling)
          Mildred -- !

He shuts the door behind him.
                                                        116.



                     SYLVIA
              (knocking on Baxter's
               door)
          What's holding things up?


INT. APARTMENT -- DAY

Kirkeby looks toward the door in response to Sylvia's
knocking.

                    KIRKEBY
          Say, why don't we have ourselves a
          party -- the four of us?

                      BUD
          No!

He forces Kirkeby toward the hall door. Kirkeby, glancing
past him through the partly open door of the bedroom, catches
sight of Fran asleep in bed.

                    KIRKEBY
              (grinning smugly)
          Well, I don't blame you. So you hit
          the jackpot, eh kid -- I mean,
          Kubelik-wise?
              (Bud opens the door,
               gestures him out)
          Don't worry. I won't say a word to
          anybody.

INT. SECOND FLOOR LANDING -- DAY

Kirkeby comes backing out the door of Bud's apartment, minus
the champagne bucket.

                    KIRKEBY
          Stay with it, Buddy-boy!
              (Bud shuts the door on
               him)
          Come on, Sylvia.

                    SYLVIA
          What gives?

                    KIRKEBY
          A little mixup in signals. Let's
          go.

                      SYLVIA
          Go where?
                                                       117.



                     KIRKEBY
              (leading her toward
               stairs)
          What's your mother doing this
          afternoon?

                    SYLVIA
          She's home -- stuffing a turkey.

                    KIRKEBY
          Why don't we send her to a movie --
          like Ben-Hur?

                    SYLVIA
          That's fine. But what are we going
          to do about Grandma and Uncle
          Herman and Aunt Sophie and my two
          nieces --

INT. APARTMENT -- DAY

Bud comes into the bedroom. As he heads for the bathroom,
Fran stirs slightly, opens her eyes.

                    FRAN
          Who was that?

                    BUD
          Just somebody delivering a bottle
          of champagne. Like some?

                    FRAN
              (shaking her head)
          Would you mind opening the window?

She turns off the electric blanket as Bud crosses to the
window, pushes it up. Then a thought strikes him, and he
looks at Fran suspiciously.

                    BUD
          Now don't go getting any ideas,
          Miss Kubelik.

                    FRAN
          I just want some fresh air.

                    BUD
          It's only one story down -- the
          best you can do is break a leg.

                    FRAN
          So they'll shoot me -- like a
          horse.
                                                       118.



                     BUD
               (approaching the bed)
           Please, Miss Kubelik, you got to
           promise me you won't do anything
           foolish.

                     FRAN
           Who'd care?

                      BUD
           I would.

                     FRAN
               (sleepily)
           Why can't I ever fall in love with
           somebody nice like you?

                     BUD
               (ruefully)
           Yeah. Well -- that's the way it
           crumbles, cookie-wise. Go to sleep.

Fran closes her eyes. Bud returns to the bathroom, picks up
his razor, starts to shave. But something seems to be wrong
with the razor -- and unscrewing it, he realizes that there
is no blade. Sheepishly, he takes out the blade he hid in his
shirt pocket, inserts it in his razor, screws it shut. Then
he resumes shaving.

                                                 FADE OUT:

FADE IN:

INT. SHELDRAKE'S ANTEROOM -- DAY

It is the morning after Christmas, and Miss Olsen and the
other girls are just settling down to -work. Sheldrake, in
hat and coat, approaches from the elevators, comes through
the glass doors.

                     SECRETARIES
               (ad lib)
           Good morning, Mr. Sheldrake.

                     SHELDRAKE
               (ignoring them)
           Miss Olsen, will you come into my
           office, please?

He strides into the inner office. Miss Olsen picks up her
stenographic pad, follows him in.
                                                       119.




INT. SHELDRAKE’S OFFICE -- DAY

Sheldrake is removing his hat and coat as Miss Olsen comes
in, shuts the door behind her.

                    MISS OLSEN
          Did you have a nice Christmas?

                    SHELDRAKE
          Lovely. You were a big help.

                    MISS OLSEN
          Me?

                    SHELDRAKE
          Thank you for giving that little
          pep talk to Miss Kubelik at the
          office party.

                    MISS OLSEN
              (dropping her business-
               like mask)
          I'm sorry, Jeff. You know I could
          never hold my liquor --

                    SHELDRAKE
          But I thought you could hold your
          tongue.

                    MISS OLSEN
          It won't happen again.

                    SHELDRAKE
          You bet it won't. I'll arrange for
          you to get a month's severance pay -
          -
              (she looks at him,
               uncomprehending)
          That's right, Miss Olsen. I'm
          letting you go.

                    MISS OLSEN
              (quietly)
          You let me go four years ago, Jeff.
          Only you were cruel enough to make
          me sit out there and watch the new
          models pass by.

                    SHELDRAKE
          I'd appreciate it if you'd be out
          of here as soon as you can.
                                                          120.



                    MISS OLSEN
              (formal again)
          Yes, Mr. Sheldrake.

She turns and walks out of the office, shutting the door.
Sheldrake looks after her for a moment, then goes to his
desk, picks up the phone, dials the operator.

                    SHELDRAKE
              (into phone)
          This is Mr. Sheldrake. I'd like Mr.
          Baxter's home telephone number --
          that's C. C. Baxter, in Ordinary
          Premium Accounting --

INT. SHELDRAKE'S ANTEROOM -- DAY

Miss Olsen has put on her coat, and is going through her desk
drawers, cleaning out her personal belongings -- nail polish,
emery boards, an extra pair of glasses, etc. As she stows
them away in her handbag, one of the buttons on the telephone
lights up. Miss Olsen hesitates for a second, then with a
quick look around, she pushes the button down, carefully
picks up the receiver, listens in.

INT. SHELDRAKE'S OFFICE -- DAY

Sheldrake is dialing the last two digits of a telephone
number. After a moment, someone answers.

                    SHELDRAKE
          Hello, Baxter? Jeff Sheldrake. Can
          you talk?

INT. THE APARTMENT -- DAY

Bud, wearing slacks, a shirt open at the neck, and a cardigan
sweater, is at the phone.

A pillow and a blanket on the living room couch indicate
where he spent the night.

                    BUD
              (looking off)
          Yes, she's in the shower -- she's
          coming along fine, considering.


SHELDRAKE -- ON PHONE

                     SHELDRAKE
          Good. Is there anything you need --
          money -- ?
                                                       121.




BUD -- ON PHONE

                    BUD
          No, thank you, Mr. Sheldrake. As a
          matter of fact, I've got some money
          for you -- a hundred dollars --


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          Oh.
              (a beat)
          Well, if there's anything I can do
          for you --


BUD -- ON PHONE

                     BUD
          For me? I don't think so. But I was
          hoping maybe you could do something
          for her --


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          Like what? Put yourself in my
          place, Baxter -- how can I help her
          -- my hands are tied --

INT. APARTMENT -- DAY

Fran now appears in the bedroom, wearing the plaid robe, and
toweling her damp hair.

                    BUD
              (into phone)
          Well, at least you can talk to her -
          - let me put her on -- and please
          be gentle --

He puts the receiver down, crosses toward the bedroom door.

                    BUD
          There's a call for you --

                    FRAN
              (approaching)
          For me?
                                                         122.



                    BUD
          -- Mr. Sheldrake.

                    FRAN
          I don't want to talk to him.

                    BUD
          I think you should. I have to run
          down to the grocery anyway -- all
          that's left around here is one
          frozen pizza --
              (takes raincoat and old
               hat from hanger)
          I'll be right back -- okay?

Fran nods, watches him go out. Then she glances toward the
phone, which is off the hook. Reluctantly she advances toward
it, picks it up.

                    FRAN
              (into phone)
          Hello, Jeff.
              (a long beat)
          Yes, I'm all right.


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          Fran, why did you do it? It's so
          childish -- and it never solves
          anything -- I ought to be very
          angry with you, scaring me like
          that -- but let's forget the whole
          thing -- pretend it never happened -
          - what do you say, Fran?
              (no answer)
          Fran --

INT. SHELDRAKE’S ANTEROOM

Miss Olsen, glued to the phone, is listening intently.


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          Are you there, Fran?
                                                       123.




FRAN -- ON PHONE

                    FRAN
          Of course I'm not here -- because
          the whole thing never happened -- I
          never took those pills -- I never
          loved you -- we never even met --
          isn't that the way you want it?


SHELDRAKE -- ON PHONE

                    SHELDRAKE
          There you go again -- you know I
          didn't mean it that way, Fran. Just
          get well -- do what the nurse tells
          you -- I mean Baxter -- and I'll
          see you as soon as can. Bye, Fran.
              (he hangs up)

INT. SHELDRAKE'S ANTEROOM -- DAY

Miss Olsen hangs up the phone, sits there for a moment,
weighing what she has overheard. Then she makes a decision,
picks up the phone again, dials a number. As she waits for an
answer, she glances toward Sheldrake's office.

                    MISS OLSEN
              (into phone)
          Hello, Mrs. Sheldrake? This is Miss
          Olsen -- fine, thank you -- Mrs.
          Sheldrake, I was wondering if we
          could have lunch together? -- well,
          I don't know how important it is,
          but I think you might find it
          educational -- it concerns your
          husband -- all right, one o’clock,
          at Longchamp's, Madison and 59th.

She looks up as the door to the inner office opens and
Sheldrake comes out. He stops when he sees that Miss Olsen is
still there.

                    MISS OLSEN
              (hanging up phone)
          Don't worry, I'm on my way.
              (she rises)
          I was just making a personal call.

She opens her handbag, takes out a coin, puts it down on the
desk.
                                                         124.



                    MISS OLSEN
          Here's a dime.

She marches out through the glass doors toward the elevators
as Sheldrake stands there, watching her.

                                                DISSOLVE TO:


EXT. BROWNSTONE HOUSE -- DAY

Bud comes down the street, carrying a large brown paper bag
overflowing with groceries. He goes up the steps of the house
and through the front door.


INT. STAIRCASE AND SECOND FLOOR LANDING -- DAY

As Bud starts up the stairs, with the groceries, Mrs.
Lieberman comes hurrying down toward him.

                    MRS. LIEBERMAN
              (breathlessly)
          Oh, Mr. Baxter -- I'm glad you're
          here -- I was just going to get the
          passkey.

                      BUD
          What for?

                    MRS. LIEBERMAN
          I thought I smelled gas coming from
          your apartment.

                      BUD
          Gas?

He races up the stairs two at a time, fumbling frantically
for his key. Reaching the door of his apartment, he unlocks
it, dashes in.


INT. THE APARTMENT -- DAY

Bud comes bursting through the door. The living room is
empty, and the bedclothes have been removed from the couch.

                    BUD
              (calling)
          Miss Kubelik!

He dumps the bag of groceries on a table, rushes into the
kitchen.
                                                       125.


The burner has been turned on under the kettle, but there is
no flame, and gas is hissing from the vents. Bud snaps it
off, starts out again.

                    BUD
          Miss Kubelik!

Meanwhile Fran has appeared from the bathroom, and is
approaching the bedroom door. She is still in her robe, and
is holding a double sock-stretcher with one of Bud's socks on
it. Bud, rounding the corner from the kitchen at full speed,
collides with Fran in the bedroom doorway. He grabs her arm
with obvious relief.

                    BUD
          Are you all right?

                    FRAN
          Sure.
              (sniffs)
          What's that funny smell?

                    BUD
          Gas.
              (indicating kitchen)
          Didn't you turn it on?

                    FRAN
          Yes. I was boiling some water to
          get the coffee stains out of my
          dress.

                    BUD
              (accusingly)
          You turned it on -- but you didn't
          light it.

                    FRAN
          Are you supposed to?

                    BUD
          In this house, you're supposed to.

                    FRAN
          Oh.

Bud starts to take off his hat and coat, notices the sock-
stretcher in her hand.

                    BUD
          What are you doing with that?
                                                       126.



                    FRAN
          I was washing my stockings, so I
          decided I might as well do your
          socks.

                       BUD
          Thank you.

                    FRAN
          It's very curious -- I could only
          find three and a half pair.

                    BUD
          Well, things are a little
          disorganized around here.

He carries the bag of groceries into the kitchen, Fran
trailing after him. During the following, he removes the
contents of the bag -- bread, eggs, bacon, spaghetti, ground
round, frankfurters, and assorted canned goods -- sets them
out on the drainboard.

                    FRAN
          I'd say. What's a tennis racquet
          doing in the kitchen?

She produces the racquet from behind the stove.

                    BUD
          Tennis racquet? Oh, I remember -- I
          was cooking myself an Italian
          dinner.
              (Fran looks at him oddly)
          I used it to strain the spaghetti.

                    FRAN
              (thinking it over)
          Why not?

                    BUD
          As a matter of fact, I'm a pretty
          good cook -- but I'm a lousy
          housekeeper.

                     FRAN
          Yes, you are.
              (indicating the living
               room)
          When I was straightening up the
          couch, you know what I found? Six
          hairpins, a lipstick, a pair of
          false eyelashes, and a swizzle
          stick from the Stork Club.
                                                    127.



                    BUD
              (shrugging)
          It's just that I'm the kind of guy
          who can't say no -- I don't mean to
          girls -- I mean --

                     FRAN
          You mean to someone like Mr.
          Sheldrake.

                    BUD
          I guess so.

                    FRAN
          I know so. He's a taker.

                    BUD
          A what?

                    FRAN
          Some people take, some people get
          took -- and they know they're
          getting took -- and there's nothing
          they can do about it.

                    BUD
          I wouldn't say that --
              (trying to change the
               subject)
          What would you like to have for
          dinner? There's onion soup and
          canned asparagus --

                    FRAN
          I really ought to be getting home.
          My family will be flipping by now.

She starts into the living room. Bud follows her.

                    BUD
          You can't leave yet. The doctor
          says it takes forty-eight hours to
          get the stuff out of your system.

                    FRAN
              (wistfully)
          I wonder how long it takes to get
          someone you're stuck on out of your
          system? If they'd only invent some
          kind of a pump for that --

She sits on the arm of a chair.
                                      128.



          BUD
I know how you feel, Miss Kubelik.
You think it's the end of the world
-- but it's not, really. I went
through exactly the same thing
myself.

           FRAN
You did?

          BUD
Well, maybe not exactly -- I tried
to do it with a gun.

          FRAN
Over a girl?

          BUD
Worse than that -- she was the wife
of my best friend -- and I was mad
for her. But I knew it was hopeless
-- so I decided to end it all. I
went to a pawnshop and bought a
forty-five automatic and drove up
to Eden Park -- do you know
Cincinnati?

          FRAN
No, I don't.

          BUD
Anyway, I parked the car and loaded
the gun -- well, you read in the
papers all the time that people
shoot themselves, but believe me,
it's not that easy -- I mean, how
do you do it? -- here, or here, or
here --
    (with cocked finger, he
     points to his temple,
     mouth and chest)
-- you know where I finally shot
myself?

           FRAN
Where?

          BUD
    (indicating kneecap)
Here.

          FRAN
In the knee?
                                                         129.



                    BUD
          Uh-huh. While I was sitting there,
          trying to make my mind up, a cop
          stuck his head in the car, because
          I was illegally parked -- so I
          started to hide the gun under the
          seat and it went off -- pow!

                    FRAN
              (laughing)
          That's terrible.

                    BUD
          Yeah. Took me a year before I could
          bend my knee -- but I got over the
          girl in three weeks. She still
          lives in Cincinnati, has four kids,
          gained twenty pounds -- she sends
          me a fruit cake every Christmas.

                    FRAN
              (suddenly suspicious)
          Are you just making that up to make
          me feel better?

                     BUD
          Of course not. Here's the fruit
          cake.
              (shows it to her under
                Christmas tree)
          And you want to see my knee?
              (starts to raise pant-leg)

                     FRAN
          No, thanks. The fellows in the
          office may get the wrong idea how I
          found out.

                    BUD
          So let ‘em. Look, I'm going to cook
          dinner for us. We'll have the fruit
          cake for dessert. You just sit
          there and rest. You've done enough
          for one day.

                    FRAN
              (smiling)
          Yes, nurse.

Bud starts happily into the kitchen.

                                                DISSOLVE TO:
                                                         130.




INT. LOBBY INSURANCE BUILDING -- DAY

It is mid-afternoon, and traffic is light. A Yellow Cab has
pulled up in front of the entrance, and the driver, a
stockily-built young man in a leather jacket and cap, gets
out and comes through the revolving doors into the lobby. His
name is KARL MATUSCHKA, and he is Fran's brother-in-law. As
he cases the elevators, the starter comes up to him.

                    ELEVATOR STARTER
          Can I help you?

                    MATUSCHKA
          I'm looking for one of the elevator
          girls -- Miss Kubelik.

                    ELEVATOR STARTER
          So am I. She didn't report this
          morning.

                    MATUSCHKA
          She didn't. Where can I get some
          information -- who's in charge
          here?

                    ELEVATOR STARTER
          That comes under General Office
          Administration. See Mr. Dobisch,
          twenty-first floor.

                    MATUSCHKA
          Thanks.

He steps into an elevator, the doors of which are just
closing.


INT. DOBISCH'S OFFICE -- DAY

Dobisch is sitting behind his desk, lighting a cigar.
Kirkeby, who has dropped in for a little visit, is perched on
the edge of the desk.

                    KIRKEBY
          -- so yesterday afternoon I take
          Sylvia up to the apartment, and
          guess who he's got stashed away in
          the bedroom?

                    DOBISCH
          Who?
                                                131.



                      KIRKEBY
          Kubelik.

                    DOBISCH
          No kidding. Buddy-boy and Kubelik
          having themselves a little toot!

                    KIRKEBY
          Toot? It's more like a lost
          weekend. Neither of them showed up
          for work today.

                      DOBISCH
          A.W.O.L.?

                    KIRKEBY
          What gripes me is the two of them
          were guzzling my champagne while
          Sylvia and I wound up at the
          Guggenheim Museum.

The glass door opens and Matuschka comes in.

                    MATUSCHKA
          Mr. Dobisch?

                      DOBISCH
          Yeah?

                    MATUSCHKA
          My name is Karl Matuschka -- my
          sister-in-law, she runs one of the
          elevators here -- Fran Kubelik.

                    KIRKEBY
              (exchanging a glance with
               Dobisch)
          Miss Kubelik?

                    MATUSCHKA
          You know her?

                    DOBISCH
          Of course. There may be a lot of
          employees here -- but we're one big
          happy family.

                    MATUSCHKA
          Well, she lives with us -- and my
          wife, she's getting a little
          nervous -- on account of Fran
          hasn't been home for two days.
                                                        132.



                    KIRKEBY
              (another look at Dobisch)
          That so.

                    MATUSCHKA
          Anyway, we was wondering if
          somebody in the office would know
          what happened to her.

                    DOBISCH
          I see.
              (to Kirkeby)
          What do you think, Al? Can we help
          the man?

                    KIRKEBY
              (after a pregnant pause)
          Why not? We don't owe Buddy-boy
          anything.

                    DOBISCH
          Yeah. What's Buddy-boy done for us
          lately?

                    MATUSCHKA
              (scowling)
          Who is Buddy-boy?

                                               DISSOLVE TO:


INT. THE APARTMENT -- EVENING

Buddy-boy is bending over a hot stove, preparing an Italian
dinner. He takes a saucepan of spaghetti off the fire, and
picking up the tennis racquet with the other hand, pours the
spaghetti on top of the racquet strings. Then he turns an the
faucet, runs water over the spaghetti. With the combined
technique of Brillat-Savarin and Pancho Gonzales, he gently
agitates the racquet, letting the water drain off the
spaghetti. As he works, he hums a theme from Tschaikowsky's
Capriccio Italien.

Fran walks in, still in her robe.

                    FRAN
          Are we dressing for dinner?

                    BUD
          No -- just come as you are.
                                                       133.



                    FRAN
              (watching him)
          Say, you're pretty good with that
          racquet.

                     BUD
          You ought to see my backhand.
              (dumping spaghetti into
               platter)
          And wait till I serve the
          meatballs.
              (demonstrates)

                    FRAN
          Shall I light the candles?

                    BUD
          It's a must -- gracious-living-
          wise.

As Fran starts into the living room, Bud begins to ladle meat
sauce onto the spaghetti, humming operatically.

In the living room, the small table has been set for two, and
prominent on it is the champagne bottle that Mr. Kirkeby left
behind, still in its cardboard bucket, but freshly iced. As
Fran lights the candles, she notices the napkins on the
table, peels a price tag off the corner of one of them.

                    FRAN
          I see you bought some napkins.

                    BUD
          Might as well go all the way.

He carries the platter of spaghetti and meat sauce in from
the kitchen, sets it on the table, sprinkles some cheese on
it. Then he crosses to the coffee table, where a full martini
pitcher stands in readiness, fills a couple of glasses. Fran
seats herself at the table.

                    BUD
          You know, I used to live like
          Robinson Crusoe -- shipwrecked
          among eight million people. Then
          one day I saw a footprint in the
          sand -- and there you were --
              (hands her martini)
          It's a wonderful thing -- dinner
          for two.

                    FRAN
          You usually eat alone?
                                                       134.



                    BUD
          Oh, no. Sometimes I have dinner
          with Ed Sullivan, sometimes with
          Dinah Shore or Perry Como -- the
          other night I had dinner with Mae
          West -- of course, she was much
          younger then.
              (toasting)
          Cheers.

                     FRAN
          Cheers.

They drink.

                    BUD
          You know what we're going to do
          after dinner?

                    FRAN
          The dishes?

                    BUD
          I mean, after that?

                     FRAN
          What?

                    BUD
          You don't have to if you don't want
          to --

                     FRAN
          I don't?

                    BUD
          We're going to finish that gin
          game.

                     FRAN
          Oh.

                    BUD
          So I want you to keep a clear head.

The doorbell rings. Carrying his martini glass, Bud crosses
to-the door, starts to open it.

                    BUD
          Because I don't want to take
          advantage of you -- the way I did
          yesterday in bed.
                                                       135.



By now the door is open, and Bud is speaking to Fran over his
shoulder. He turns, finds himself face to face with Karl
Matuschka, who is standing grimly in the doorway.

                    MATUSCHKA
          Baxter?

                    BUD
          Yes?

Matuschka shoves him roughly aside, strides past him toward
Fran, who has risen to her feet.

                    MATUSCHKA
          What's with you, Fran -- did you
          forget where you live?

                     FRAN
              (to Bud)
          This is my brother-in-law, Karl
          Matuschka.

                    BUD
              (friendly)
          How do you do, Mr. Matuschka?

                     MATUSCHKA
              (pushing Bud away; to
               Fran)
          Okay, get your clothes on. I got
          the cab downstairs.

                    BUD
          Now, wait a minute. I know what
          you're thinking but it's not as bad
          as it looks --

                    MATUSCHKA
              (shoving him away)
          It's none of my business what you
          do, Fran -- you're over twenty-one -
          but your sister happens to think
          you're a lady.

                    BUD
          All we were going to do is eat and
          wash the dishes --

                    MATUSCHKA
              (grabbing him)
          Look, Buddy-boy -- if there wasn't
          a lady present, I'd clobber you.
                                                          136.



                    FRAN
              (separating them)
          All right, Karl -- I'll get
          dressed.

She exits into the bedroom, removing her dress from the door,
and closing it. Matuschka leans against the wall beside the
hail door, eyeing Bud truculently. Bud raises a finger to
remonstrate with him -- then breaks into a nervous,
ingratiating smile.

                    BUD
          Care for a martini? Champagne?
              (Matuschka continues
               glaring at him)
          How about a little spaghetti with
          meat sauce? Made it myself.
              (Matuschka just scowls)
          Your sister-in-law sure is terrific
          --
              (realizes his mistake;
               switching abruptly)
          Must be murder driving a cab in New
          York -- I mean, with all that
          crosstown traffic --

He gestures with the martini glass, spilling the contents
over his shirtfront. Through the partly open hall door, Dr.
Dreyfuss sticks his head in.

                    DR. DREYFUSS
          Hi, Baxter.

He steps into tile apartment, passing Matuschka without
seeing him.

                    DR. DREYFUSS
          How's the patient?

                    BUD
              (quickly)
          Oh, I'm fine, Doc.

                    DR. DREYFUSS
          Not you -- Miss Kubelik.

                    MATUSCHKA
              (stepping forward)
          What's the matter with Miss
          Kubelik?
                                                       137.



                    BUD
          Oh, this is Mr. Matuschka -- he's
          Miss Kubelik's -- he's got a cab
          downstairs --

                    MATUSCHKA
              (to Dreyfuss)
          Fran been sick or something?

Dr. Dreyfuss looks at Bud.

                    BUD
          No, no -- just had a little
          accident.

                    MATUSCHKA
              (to Dreyfuss)
          What does he mean, accident?

                    DR. DREYFUSS
          Well, these things happen all the
          time

                    MATUSCHKA
          What things?
              (grabbing Dreyfuss)
          Say, what kind of doctor are you,
          anyway?

                    BUD
              (hastily)
          Oh, not that kind. He just gave her
          a shot and pumped her stomach out --

Behind them, the bedroom door has opened, and Fran comes out,
wearing her coat over her dress.

                      MATUSCHKA
          What for?

                    FRAN
              (coming up)
          Because I took some sleeping pills.
          But I'm all right now -- so let's
          go.

                    MATUSCHKA
          Why did you take sleeping pills?

                    BUD
              (promptly)
          On account of me.
                                                           138.



                       MATUSCHKA
                 (whirling on him)
          You?

                       BUD
          Who else?

Matuschka lashes out with a left     to Bud's jaw, and while he
is off balance, catches him with     a right to the eye. Bud
falls back against the Christmas     tree, which topples with a
crash. Fran pulls Matuschka away     from him.

                    FRAN
          Leave him alone, Karl.

She kneels beside Bud.

                    FRAN
              (tenderly)
          You fool -- you damn fool.

                    MATUSCHKA
          Come on, Fran.

                    FRAN
          Goodbye, Mr. Baxter.

She kisses him on the cheek, rises, starts toward the door.

                    FRAN
          Goodbye, Doctor.

She follows Matuschka out. Bud looks after her, starry-eyed.

                     DR. DREYFUSS
          I don't want to gloat, but just
          between us, you had that coming to
          you.
               (tilts Bud's chin up,
                examines his eye)
          Tch, tch, tch. Are you going to
          have a shiner tomorrow. Let me get
          my bag.
               (he starts out)

                    BUD
              (calling after him)
          Don't bother, Doc. It doesn't hurt
          a bit.

He is on Cloud Nine.

                                                    FADE OUT:
                                                         139.



FADE IN:


INT. NINETEENTH FLOOR -- DAY

Bud is coming from the elevators toward his office. He is
wearing his chesterfield, bowler, and a pair of dark glasses.
He opens the office door, starts in.


INT. BUD'S OFFICE -- DAY

Bud crosses directly to the phone, removes his glasses
revealing a swollen left eye. He dials a number.

                     BUD
               (into phone)
           Mr. Sheldrake's office? This is C.
           C. Baxter. Would you please tell
           Mr. Sheldrake I'd like to come up
           and see him? It's rather important.
           Will you call me back, please?

He hangs up, takes off his hat and coat, deposits them on the
clothes-tree. Then he pa~es around the office, rehearsing a
speech out loud.

                     BUD
           Mr. Sheldrake, I've got good news
           for you. All your troubles are
           over. I'm going to take Miss
           Kubelik off your hands.
               (nods to himself with
                satisfaction)
           The plain fact is, Mr. Sheldrake,
           that I love her. I haven't told her
           yet, but I thought you should be
           the first to know. After all, you
           don't really want her, and I do,
           and although it may sound
           presumptuous, she needs somebody
           like me. So I think it would be the
           thing all around --
               (the phone rings and he
                picks it up)
           -- solution-wise.
               (into phone)
           Yes. I'll be right up.

He hangs up, crosses to the door, opens it.
                                                         140.



                     BUD
              (to himself)
          Mr. Sheldrake, I've got good news
          for you --

Putting on his dark glasses, he heads for the elevators,
still talking to himself.


INT. NINETEENTH FLOOR -- DAY

Kirkeby and Dobisch are just stepping out of an elevator when
Bud approaches. They grin smugly when they see that he is
wearing dark glasses.

                    KIRKEBY
          Hi, Buddy-boy. What happened to
          you?

                    DOBISCH
          Hit by a swinging door? Or maybe a
          Yellow Cab?

Bud pays no attention, walks right past them into the
elevator, still muttering to himself. The doors close.

                    KIRKEBY
              (as they move away from
               the elevators)
          That guy really must've belted him.

                    DOBISCH
          Yeah, he's punchy. Talking to
          himself.


INT. TWENTY-SEVENTH FLOOR FOYER   DAY

The elevator doors open.

                    ELEVATOR OPERATOR
          Twenty-seven.

Bud steps out. As he heads for Sheldrake's office, he
continues rehearsing his speech.

                    BUD
          You see, Mr. Sheldrake, those two
          days she spent in the apartment --
          it made me realize how lonely I'd
          been before.
                    (MORE)
                                                       141.
                    BUD(cont'd)
          But thanks to you, I'm in a
          financial position to marry her --
          if I can ever square things with
          her family.

He opens the door to Sheldrake's anteroom.


INT. SHELDRAKE'S OFFICE -- DAY

Sheldrake is pacing in front of his desk, A couple of
suitcases are standing in a corner of the room. The intercom
buzzes, and Sheldrake presses the lever down.

                    SECRETARY'S VOICE
          Mr. Baxter is here.

                    SHELDRAKE
          Send him in.

A beat, then the door opens, and Bud marches in determinedly.

                     BUD
          Mr. Sheldrake, I've got good news
          for you --

                    SHELDRAKE
          And I've got good news for you,
          Baxter. All your troubles are over.

                       BUD
                 (reacting to the echo)
          Sir?

                    SHELDRAKE
          I know how worried you were about
          Miss Kubelik -- well, stop worrying
          -- I'm going to take her off your
          hands.

                    BUD
              (stunned)
          You're going to take her off my
          hands?

                    SHELDRAKE
          That's right.
              (indicating suitcases)
          I've moved out of my house -- I'm
          going to be staying in town, at the
          Athletic Club.

                    BUD
          You left your wife?
                                                       142.



                    SHELDRAKE
          Well, if you must know -- I fired
          my secretary, my secretary got to
          my wife, and my wife fired me.
          Ain't that a kick in the head?

                    BUD
          Yeah --

                    SHELDRAKE
          Now what was your news, Baxter?

                     BUD
              (recovering with
                difficulty)
          It's about Miss Kubelik -- she's
          all right again -- so she went back
          home.

                    SHELDRAKE
          Swell. And don't think I've
          forgotten what you did for me.
              (opens door to adjoining
               office)
          This way, Baxter.

Bud advances slowly toward the door.


INT. ADJOINING OFFICE -- DAY

It is a slightly smaller and less lavish edition of
Sheldrake's office. Sheldrake ushers Bud through the door,
points to the chair behind the desk.

                    SHELDRAKE
          Sit down. Try it on for size.

Bud obeys like an automaton, lowers himself into the chair.

                    SHELDRAKE
          You like?
              (indicating office)
          It's all yours.

                    BUD
          Mine?

                    SHELDRAKE
          My assistant, Roy Thompson, has
          been shifted to the Denver office,
          and you're taking his place.
              (no reaction from Bud)
                    (MORE)
                                                         143.
                    SHELDRAKE(cont'd)
          What's the matter, Baxter? You
          don't seem very excited.

                    BUD
          Well, it's just that so many things
          have been happening so fast -- I'm
          very pleased especially for Miss
          Kubelik. Now that I've gotten to
          know her better, I think she's the
          kind of girl that definitely ought
          to be married to somebody --

                    SHELDRAKE
          Oh, sure, sure. But first the
          property settlement has to be
          worked out -- then it takes six
          weeks in Reno -- meanwhile, I'm
          going to enjoy being a bachelor for
          a while.
              (starts back toward his
               own office)
          Oh, by the way, you can now have
          lunch in the executive dining room -

                      BUD
          Yes, sir.

He removes his dark glasses reflectively.

                    SHELDRAKE
          That's just one of the privileges
          that goes with this job. You also
          get a nice little expense account,
          the use of the executive washroom
              (breaks off, peers at
               Bud's face)
          Say, what happened to you, Baxter?

                    BUD
          I got kicked in the head, too.

                      SHELDRAKE
          Oh?

With a shrug, he exits into his own Office, closing the door
behind him. Bud sits there, unconsciously bending the glasses
in his hand until they suddenly snap in two. Bud glances down
at the two broken halves as though surprised by his own
violence, tosses them onto the desk.

                                                DISSOLVE TO:
                                                       144.




INT. LOBBY INSURANCE BUILDING -- EVENING

We are close on the building directory. Listed under
PERSONNEL is J. D. SHELDRAKE, Director, and just below that a
man's hand is inserting the name C. C. BAXTER in the slot
marked Asst. Director. The lettering is complete except for
the final R.

Camera pulls back to reveal the sign painter we saw earlier,
working on the directory. Watching him is Bud. He is wearing
his chesterfield and bowler, and still has a slight welt
under his left eye. It is after six o'clock, and there is
very little activity in the lobby.

Fran, wearing her coat over street clothes, approaches from
the direction of the elevators, stops when she sees Bud.

                    FRAN
          Good evening, Mr. Baxter.

Bud turns to her in surprise, removes his bowler.

                    BUD
          Oh, Miss Kubelik. How do you feel?

                    FRAN
          Fine. How's your eye?

                    BUD
          Fine.

There is a moment of constraint between them.

                    FRAN
          How's everything at the apartment?

                    BUD
          Nothing's changed. You know, we
          never finished that gin game --

                    FRAN
          I know.
              (a beat)
          I suppose you heard about Mr.
          Sheldrake -- ?

                    BUD
          You mean, leaving his wife? Yeah.
          I'm very happy for you.

                    FRAN
          I never thought he'd do it.
                                                       145.



                    BUD
          I told you all along. You see, you
          were wrong about Mr. Sheldrake.

                    FRAN
          I guess so.

                    BUD
          For that matter, you were wrong
          about me, too. What you said about
          those who take and those who get
          took? Well, Mr. Sheldrake wasn't
          using me -- I was using him. See?
              (indicating his name on
               directory)
          Last month I was at desk 861 on the
          nineteenth floor -- now I'm on the
          twenty-seventh floor, panelled
          office, three windows -- and it all
          worked out fine -- we're born
          getting what we want.

                    FRAN
          Yes.
              (looks at her watch)
          You walking to the subway?

                     BUD
          No, thank you.
              (fumbling)
          I -- well, to tell you the truth --
              (glancing around lobby)
          -- I have this heavy date for
          tonight --

He points off toward the newsstand. Standing there is a tall,
attractive brunette, obviously waiting for someone. Fran
looks off in the indicated direction.

                    FRAN
          Oh.

                    BUD
          Aren't you meeting Mr. Sheldrake?

                    FRAN
          No. You know how people talk. So I
          decided it would be better if we
          didn't see each other till
          everything is settled, divorce-
          wise.
                                                        146.



                    BUD
          That's very wise.

                    FRAN
          Good night, Mr. Baxter.

                    BUD
          Good night, Miss Kubelik.

Fran walks toward the revolving door. Bud watches her for a
moment, then strides briskly across the lobby toward the
newsstand. He goes right past the waiting brunette, stops in
front of a rack of pocket books, examines the merchandise. A
man now comes out of a phone booth, joins the waiting
brunette, and they go off together. Bud picks out a couple of
paperbacks, pays the clerk behind the counter. Stuffing a
book into each coat pocket, he moves slowly toward the
revolving doors.

                                               DISSOLVE TO:


INT. SHELDRAKE'S OFFICE -- DAY

Sheldrake is swiveled around sideways behind his desk, with a
bootblack kneeling in front of him, shining his shoes.
Reaching for the intercom, Sheldrake presses down one of the
levers.

                    SHELDRAKE
          Baxter -- would you mind stepping
          in here for a minute?

                    BAXTER (O.S.)
          Yes, Mr. Sheldrake.

The bootblack finishes the second shoe with a flourish,
gathers up his equipment. Sheldrake tosses him a half dollar.

                    BOOTBLACK
          Much obliged.

He exits into the anteroom as the door of the adjoining
office opens and Bud comes in, carrying several charts. Mere
is no trace left of his black eye.

                    BUD
              (putting charts on desk)
          Here's the breakdown of figures on
          personnel turnover. Thirty-seven
          per cent of our female employees
          leave to get married, twenty-two
          per cent quit because --
                                      147.



          SHELDRAKE
    (breaking in)
You're working too hard, Baxter.
It's New Year's Eve -- relax.

             BUD
Yes, sir.

          SHELDRAKE
I suppose you'll be on the town
tonight -- celebrating?

             BUD
Naturally.

          SHELDRAKE
Me, too. I'm taking Miss Kubelik
out -- I finally talked her into it
--

             BUD
I see.

          SHELDRAKE
The only thing is I'm staying at
the Athletic Club -- and it's
strictly stag -- so if you don't
mind --

          BUD
Don't mind what?

          SHELDRAKE
You know that other key to your
apartment -- well, when we had that
little scare about Miss Kubelik, I
thought I'd better get rid of it
quick -- so I threw it out the
window of the commuter train.

          BUD
Very clever.

          SHELDRAKE
Now I'll have to borrow your key.

          BUD
Sorry, Mr. Sheldrake.

          SHELDRAKE
What do you mean, sorry?
                                                       148.



                    BUD
          You're not going to bring anybody
          up to my apartment.

                    SHELDRAKE
          I'm not just bringing anybody --
          I'm bringing Miss Kubelik.

                    BUD
          Especially not Miss Kubelik.

                    SHELDRAKE
          How's that again?

                    BUD
              (flatly)
          No key!

                    SHELDRAKE
          Baxter, I picked you for my team
          because I thought you were a bright
          young man. You realize what you're
          doing? Not to me -- but to
          yourself. Normally it takes years
          to work your way up to the twenty-
          seventh floor -- but it takes only
          thirty seconds to be out on the
          street again. You dig?

                    BUD
              (nodding slowly)
          I dig.

                    SHELDRAKE
          So what's it going to be?

Without taking his eyes off Sheldrake, Bud reaches into his
pocket, fishes out a key, drops it on the desk.

                    SHELDRAKE
          Now you're being bright!

                    BUD
          Thank you, sir.

He turns abruptly, starts back into his own office.


INT. BUD'S NEW OFFICE -- DAY

Bud comes in, shutting the door behind him, stands rooted to
the spot for a moment.
                                                       149.


Then he takes some pencils out of his breast pocket and drops
them into a container on the desk, closes his account book,
slams a couple of open file drawers shut.

As he crosses to the clothes closet, the connecting door
opens and Sheldrake comes in, key in hand.

                     SHELDRAKE
          Say, Baxter -- you gave me the
          wrong key.

                    BUD
          No I didn't.

                    SHELDRAKE
              (holding it out) )
          But this is the key to the
          executive washroom.

                    BUD
          That's right, Mr. Sheldrake. I
          won't be needing it -- because I'm
          all washed up around here.

He has taken his chesterfield and bowler out of the closet,
and is putting the coat on.

                    SHELDRAKE
          What's gotten into you, Baxter?

                    BUD
          Just following doctor's orders.
          I've decided to become a mensch.
          You know what that means? A human
          being.

                    SHELDRAKE
          Now hold on, Baxter --

                    BUD
          Save it. The old payo1a won't work
          any more. Goodbye, Mr. Sheldrake.

He opens the door to the anteroom, starts out.


INT. SHELDRAKE'S ANTEROOM -- DAY

Bud comes out of his office, carrying his bowler, strides
past the secretaries and through the glass doors to the
foyer. An elevator is just unloading, and beside it a
handyman is cleaning out one of the cigarette receptacles.
                                                         150.


Bud crosses to the elevator, and as he passes the handyman,
he jams his bowler on the man's head -- surrendering his
crown, so to speak. The elevator doors close. The handyman
straightens up, looks around in bewilderment.

                                                DISSOLVE TO:


THE APARTMENT -- NIGHT

Bud is in the process of packing. In the middle of the living
room are several large cardboard cartons filled with his
possessions. The art posters are off the walls, the bric-a-
brac has been removed from the shelves, and Bud is stowing
away the last of his books and records. He crosses to the
fireplace, opens one of the drawers in the cabinet above it,
takes out a forty-five automatic. He holds the gun in the
palm of his hand, studies it appraisingly. The doorbell
rings. Bud snaps out of his reverie, drops the gun into one
of the cartons, goes-to the door and opens it. Standing
outside is Dr. Dreyfuss, with a plastic ice bucket in his
hand.

                    DR. DREYFUSS
          Say, Baxter -- we're having a
          little party and we ran out of ice -
          - so I was wondering --

                       BUD
          Sure, Doc.

                     DR. DREYFUSS
               (stepping inside)
          How come you're alone on New Year's
          Eve?

                    BUD
          Well, I have things to do --

                    DR. DREYFUSS
              (noticing cartons)
          What's this -- you packing?

                     BUD
          Yeah -- I'm giving up the
          apartment.

He goes into the kitchen, opens the refrigerator, starts to
pry out the ice-cube trays.

                    DR. DREYFUSS
          Where are you moving to?
                                                       151.



                    BUD
          I don't know. All I know is I got
          to get out of this place.

                    DR. DREYFUSS
          Sorry to lose you, Baxter.

                     BUD
          Me? Oh, you mean my body. Don't
          worry, Doc -- it'll go to the
          University -- I'll put it in
          writing --

He dumps the ice cubes, still in their trays, into the bucket
Dr. Dreyfuss is holding. Then he pulls Kirkeby's unopened
bottle of champagne out of the refrigerator.

                    BUD
          Can you use a bottle of champagne?

                    DR. DREYFUSS
          Booze we don't need. Why don't you
          A join us, Baxter? We got two brain
          surgeons, an ear, nose and throat
          specialist, a proctologist, and
          three nurses from Bellevue.

                    BUD
          No, thanks -- I don't feel like it.
          Look, Doc -- in case I don't see
          you again -- how much do I owe you
          for taking care of that girl?

                     DR. DREYFUSS
          Forget it -- I didn't do it as a
          doctor -- I did it as a neighbor.
               (stopping in doorway)
          By the way, whatever happened to
          her?

                    BUD
              (airily)
          You know me with girls. Easy come,
          easy go. Goodbye, Doc.

                    DR. DREYFUSS
          Happy New Year.

Bud closes the door, returns to the kitchen, brings out a box
of glassware and the tennis racquet. As he starts to deposit
the racquet in a carton, he notices a strand of spaghetti
clinging to the strings. He removes it gently, stands there
twirling the limp spaghetti absently around his finger.
                                                       152.




INT. CHINESE RESTAURANT -- NIGHT

It is five minutes before midnight, New Year's Eve. Sitting
alone in the last booth is Fran, a paper hat on her head, a
pensive look on her face. There are two champagne glasses on
the table, and the usual noisemakers, but the chair opposite
her is empty. Above the general hubbub, the Chinese pianist
can be heard playing. After a moment, Fran glances off.

Threading his way through the merrymakers crowding the bar
and overflowing from the booths is Sheldrake. He is in dinner
clothes, topped by a paper hat. Reaching the last booth, he
drops into the chair facing Fran.

                    SHELDRAKE
          Sorry it took me so long on the
          phone. But we're all set.

                    FRAN
          All set for what?

                    SHELDRAKE
          I rented a car -- it's going to be
          here at one o'clock -- we're
          driving to Atlantic City.

                    FRAN
          Atlantic City?

                    SHELDRAKE
          I know it's a drag -- but you can't
          find a hotel room in town -- not on
          New Year's Eve.

                    FRAN
              (a long look at Sheldrake)
          Ring out the old year, ring in the
          new. Ring-a-ding-ding.

                    SHELDRAKE
          I didn't plan it this way, Fran --
          actually, it's all Baxter's fault.

                    FRAN
          Baxter?

                     SHELDRAKE
          He wouldn't give me the key to the
          apartment.

                    FRAN
          He wouldn't.
                                                          153.



                    SHELDRAKE
          Just walked out on me -- quit --
          threw that big fat job right in my
          face.

                     FRAN
              (a faint smile)
          The nerve.

                    SHELDRAKE
          That little punk -- after all I did
          for him! He said I couldn't bring
          anybody to his apartment --
          especially not Miss Kubelik. What's
          he got against you, anyway.

                    FRAN
              (a faraway look in her
               eye)
          I don't know. I guess that's the
          way it crumbles -- cookie-wise.

                    SHELDRAKE
          What are you talking about?

                    FRAN
          I'd spell it out for you -- only I
          can't spell.

The piano player is consulting the watch on his upraised left
arm. He drops the arm in a signal, and the lights go out. At
the same time, he strikes up AULD LANG SYNE.

All over the dimly lit room, couples get to their feet,
embracing and joining in the song.

In the last booth, Sheldrake leans across the table, kisses
Fran.

                    SHELDRAKE
          Happy New Year, Fran.

Fran's expression is preoccupied. Sheldrake faces in the
direction of the pianist, and holding his glass aloft, sings
along with the others.

As AULD LANG SYNE comes to an end, the place explodes noisily
-- there is a din of horns, ratchets, and shouted greetings.
The lights come up again.

In the last booth, Sheldrake turns back toward Fran -- but
she is no longer there. Her paper hat lies abandoned on her
vacated chair.
                                                          154.



                    SHELDRAKE
          Fran --
              (looking around)
          -- where are you, Fran?

He rises, cranes his neck, trying to spot her in the crowd.

                                                DISSOLVE TO:


EXT. BROWNSTONE HOUSE -- NIGHT

Fran, a coat thrown over    the dress she was wearing at the
Rickshaw, comes down the    street almost at a run. There is a
happy, expectant look on    her face. She hurries up the steps
of the house and through    the front door.


INT. STAIRCASE AND SECOND FLOOR LANDING -- NIGHT

Fran mounts the stairs eagerly. As she reaches the landing
and heads for Bud's apartment, there is a loud, sharp report
from inside.

Fran freezes momentarily, then rushes to the door.

                    FRAN
          Mr. Baxter!
              (pounding on door)
          Mr. Baxter! Mr. Baxter!

The door opens and there stands Bud, the bottle of champagne
he has just uncorked still foaming over in his hand. He
stares at Fran unbelievingly.

                    FRAN
              (sagging with relief)
          Are you all right?

                      BUD
          I’m fine.

                    FRAN
          Are you sure? How's your knee?

                    BUD
          I’m fine all over.

                    FRAN
          Mind if I come in?
                                                       155.



                    BUD
              (still stunned)
          Of course not.


INT. THE APARTMENT -- NIGHT

Fran comes in and Bud shuts the door. The room is the same as
we left it, except for an empty champagne glass standing on
the Coffee table.

                    BUD
          Let me get another glass.

He goes to one of the cartons, takes Out a champagne glass
wrapped in newspaper, starts to unwrap it.

                    FRAN
              (looking around)
          Where are you going?

                     BUD
          Who knows? Another neighborhood --
          another town -- another job -- I’m
          on my own.

                    FRAN
          That's funny -- so am I.
              (Bud, pouring champagne,
               looks up at her)
          What did you do with the cards?

                    BUD
              (indicating carton)
          In there.

Fran takes the deck of cards and the gin rummy score pad out
of the carton, settles herself on the couch, starts to
shuffle the cards expertly.

                    BUD
          What about Mr. Sheldrake?

                    FRAN
          I'm going to send him a fruit cake
          every Christmas.

Bud sinks down happily on the couch, and Fran holds out the
deck to him.

                    FRAN
          Cut.
                                                       156.



Bud cuts a card, but doesn't look at it.

                    BUD
          I love you, Miss Kubelik.

                    FRAN
              (cutting a card)
          Seven --
              (looking at Bud's card)
          -- queen.

She hands the deck to Bud.

                    BUD
          Did you hear what I said, Miss
          Kubelik? I absolutely adore you.

                    FRAN
              (smiling)
          Shut up and deal!

Bud begins to deal, never taking his eyes off her. Fran
removes her coat, starts picking up her cards and arranging
them. Bud, a look of pure joy on his face, deals -- and deals
-- and keeps dealing.

And that's about it. Story-wise.

                                                FADE OUT.

                              THE END

						
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